VERMONT WITCH HAZEL CO
SB-2/A, 2001-01-19
BLANK CHECKS
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    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 18, 2001
                           REGISTRATION NO. 333-42036


                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C.
                                 --------------


                                    FORM SB-2
                                AMENDMENT NO. 5.

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           THE VERMONT WITCH HAZEL CO.

     VERMONT                       6770                         95-40272
(State  of               Primary  Standard  Industrial     (I.R.S.  Employer
incorporation)           Classification  Code  Number)    Identification  No.)

             4415 PONCA AVENUE, TOLUCA LAKE, CA 91602, 818 766-4640
(Address and telephone number of principal executive offices and principal place
                                  of business)

      DEBORAH DUFFY, 4415 PONCA AVENUE, TOLUCA LAKE, CA 91602, 818 766-4640
            (Name, address and telephone number of agent for service)



                                   Copies to:
                         Law Offices of Lance Kerr, Esq.
                           8833 Sunset Boulevard #200
                            West Hollywood, CA 90069
                                 (310) 289-4947



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


                         CALCULATION OF REGISTRATION FEE

TITLE  OF  EACH  CLASS  OF          DOLLAR  AMOUNT         PROPOSED  MAXIMUM
PROPOSED  MAXIMUM

<PAGE>

SECURITIES  TO BE REGISTERED                                    SECURITIES TO BE
REGISTERED     OFFERING  DOLLAR  AMOUNT

Common  Stock,  par value        $2.00                            250,000 shares
$500,000

Proposed  Minimum  Offering    $250
(Shares  may  only  be  purchased  in  increments  of  125  shares)

Amount  of  Registration  Fee    $132


                           INITIAL  PUBLIC  OFFERING
                                   PROSPECTUS

                           The Vermont Witch Hazel Co.

                         250,000 SHARES OF COMMON STOCK
                                 $2.00 PER SHARE

THIS  INVESTMENT  INVOLVES  A  HIGH  DEGREE  OF  RISK.  YOU  SHOULD  READ  "RISK
FACTORS",  BEGINNING  ON  PAGE  6,  WHICH  DESCRIBES RISKS WHICH SHOULD BE
CAREFULLY CONSIDERED BEFORE YOU PURCHASE ANY  SHARES.

"NOTICE  TO  VIRGINIA  RESIDENTS"
This  offering  was  approved  in  Virginia  on  the basis of a limited offering
qualification  where  offers  and  sales  could only be made to proposed issuees
based  on  their  meeting  an  investor  suitability  standard  as an accredited
investor  as  defined  in  Rule  501  of  Regulation  D.

We present this prospectus for the offer and sale of up to 250,000 shares of our
common  stock.

     We  currently  have  no public market for our shares.  We expect our common
stock will be traded on the over-the-counter market maintained by members of the
National  Association  of  Securities  Dealers,  Inc.  after  this  registration
statement  is  declared  effective.

     After our shares are registered we will offer and sell the shares directly.
Sales  will  be  effected  through  our  officers  and  directors.  No  outside
broker-dealers are anticipated to be involved in the sale of the securities.  We
reserve  the  right  to  accept  or  reject,  in  whole or in part, any proposed
purchase  of  the  shares.   Any  funds  submitted  to  Vermont Witch Hazel by a
subscriber  who has been rejected will be returned within 10 working days of the
rejection.

     Funds will be held in a special Vermont Witch Hazel bank account until such
time as the completed subscription agreements are reviewed and The Vermont Witch
Hazel  Company is satisfied that the purchasers of said shares are approved.  At
that  time  shares  will  be issued and funds will be transferred to The Vermont
Witch  Hazel  Company  operating  account.

     We  will  be  self  underwriting this offer.  The offering will end 90 days
from  the  effective  date  of  registration.


THE  OFFERING

There will be a maximum of 250,000 shares offered for sale in minimum increments
of  125  shares  at  the  price  of
$2.00  per  share  which  is  $250.00  per  increment.

                                        PER  SHARE                    TOTAL
                                        ----------                     -----
                           Public  Price   $2.00  per  share          $500,000
     Commissions                               0
     Proceeds  to
     The  Vermont
     Witch  Hazel  Co                      $250  per  increment       $500,000

           NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED
IF THIS PROSPECTUS IS TRUTHFUL AND COMPLETE. ANY REPRESENTATION  TO THE CONTRARY
IS A  CRIMINAL  OFFENSE.

                            Date of the prospectus is

<PAGE>


                                TABLE OF CONTENTS
                                     PART I

250,000  Shares  of  Common  Stock                                            1
Summary  of  Information                                                      3
Risk  Factors                                                                 4
Capitalization                                                                6
Use  of  Proceeds                                                             6
Determination  of  Offering  Price                                            9
Dilution                                                                      9
Selling  Security  Holders                                                    9
Plan  of  Distribution                                                       10
Legal  Proceedings                                                           10
Directors,  Executive  Officers,  Promoters  and  Control  Persons           11
Security  Ownership  of  Certain  Beneficial  Owners  and  Management        12
Description  of  Securities                                                  12
Transfer  Agent                                                              13
Interest  of  Named  Experts  and  Counsel                                   13
Disclosure  of  Commission's  Position  of
    Indemnification  for  Securities  Act  Liabilities                       13
Organization  Within  Last  Five  Years                                      13
Description  of  Business                                                    13
Illustrations                                                    I-1  to  I  -3
Management's  Discussion  and  Analysis                                      16
Plan  of  Operation                                                          17
Result  of  Operations                                                       18
Changes  in  Statements  of  Cash  Flow                                      20
Weighted  Average  Number  of  Common  Shares  Outstanding                   20
Description  of  Property                                                    20
Market  for  Common  Equity  and  Related  Stockholder  Matters              21
Executive  Compensation                                                      21
Index  to  Consolidated  Financial  Statements                               F
Changes  In  and  Disagreements  With  Accountants
     on  Accounting  and  Financial  Disclosure                              22
Delivery  of  Prospectuses  by  Dealers                                      22
Available  Information                                                       22


                                        PART II
Indemnification  of  Directors  and  Officers                                23
Other  Expenses  of  Issuance  and  Distribution                             23
Recent  Sales  of  Unregistered  Securities                                  23
Exhibits                                                                     24
Undertakings                                                                 24
Signatures                                                                   26


<PAGE>
                      SUMMARY INFORMATION AND RISK FACTORS


SUMMARY

               You  should  read  the  following  summary together with the more
detailed  information  regarding The  Vermont Witch  Hazel Company. The proposed
shares we are selling by this registration  are  common  stock.  Our  current
financial statements and accompanying notes appear elsewhere in this prospectus.

      We  are  a  Vermont corporation that manufactures all natural (human) skin
care  and  natural  pet  care  products.   We  have  two  web  sites:
www.vermontwitchhazel.com and www.veterinarywitchhazel.com.     In March of 1999
we  added  a line of all natural pet care products with the brand name of Tested
on  Humans.   Both  lines  were designed for natural foods and health stores and
Internet  sales.



 OFFERING  OF  SHARES

     Shares  Offered  -  250,000  common  shares sold only in increments of 125.

     Minimum  Number  of  Shares  to  be  Sold  -  No  Minimum

     Maximum  Number  of  Shares  to  be  sold  -  250,000

     Share  Sales  consist  of  increments  of  125  shares  of  common  stock

     Price  -  $2.00  per  Share

     Shares  Outstanding  Prior  to  Offering  -  1,149,850


     USE  OF  PROCEEDS:
                         Legal
                         Administrative  Assistant  &  Secretarial
                         Marketing  &  Travel  Expense
                         Facilitate  Strategic  Alliance  Group
                         Design  &  Printing
                         Office  Leasehold
                         Misc.  Supplies
                         Shareholder  Releases  -  Mail
                         General  Mail  -  incl.  Courier  Services
                         Phones/Fax/Internet
                         Public/Investor  Relations
                         Office  Equipment;  lease/purchase
                         Financial  Conferences/Seminars
                         Advertising  &  Brochures
                         Web  Site  Design  and  Hosting
                         Accounting

ADDRESS  AND  PHONE  NUMBER:

          Our  main  office  is  located  at  4415 Ponca Avenue, Toluca Lake, CA
91602.   We  also  sublease warehouse space in Glendale, CA and Simi Valley, CA.
Telephone  number  is  818  766-4640.

                                     Page 3
                                  RISK FACTORS

     In  addition  to  the  other  information  in  this  prospectus, you should
consider the following risk factors in evaluating our business and our potential
future  prospects  before  purchasing  any  shares  of  our  common  stock.

HISTORY  OF  OUR  OPERATIONS  SHOWS  NO  LONG-TERM  CONTRACTS  WITH  RETAILERS.

<PAGE>

     We  were  incorporated  August  3, 1994 and have been operating a skin care
manufacturing  business since April,  1995.  In October 1995 a 120+ store chain,
began  purchasing  our products for their stores.  The relationship lasted three
years,  but was terminated in 1999.  In November of 2000 we were contracted on a
one-time  only  basis  to  supply this chain with 6,000 cases of Towelettes.  We
have  no  long-term  contract  with this chain and there is no guarantee that we
will  receive  future  orders  from  them.

     Our  products  are  currently  in  selected  Longs  Drugs in California and
Oregon,  as  well as independent health stores nationwide.  The Longs stores are
considered  "test  stores"  because  the  sales generated in them will determine
whether we will be placed in all 400 Longs Drugs.  Even if sales are good, there
is  no  guarantee  that  we  will  ever  receive  a contract for all 400 stores.

     INDEPENDENT  AUDITOR  INDICATES  DOUBT  AS  TO WHETHER WE CAN CONTINUE AS A
GOING  CONCERN
             Although  our  financial  statements have been prepared assuming we
will  continue  in  operation  as a going concern, in our audited financials our
independent  auditor  expresses  doubt  as to whether we can continue as a going
concern  if we do not raise additional capital and develop sufficient revenue to
become  profitable.  Please  review  our  audited financials thoroughly for more
information.  You  should  not  invest unless you can afford to lose your entire
investment.

     THE  POSSIBILITY  OF  NOT BEING ABLE TO OBTAIN FUTURE PURCHASE ORDERS COULD
SERIOUSLY  UNDERMINE  OUR  BUSINESS  PLAN.
             At  this  time we do not have a purchase order from any mass market
chain  to  sell  our  products.  Orders  from  chains  like  Longs  Drugs are an
essential  part  of our business plan.   The buyers for Longs Drugs have told us
they  will  not  give  us  a  purchase  order  for  our products, for chain-wide
distribution,  until  we update our labels, and we agree to support our products
with  a  minimal  amount  of  advertising.   A portion of the proceeds from this
offering  has  been  budgeted  for these expenses, but there is no guaranty that
even  if we change our labels, replace our inventory and advertise, Longs Drugs,
or  any other chain, will give us a significant purchase order for our products.

     OUR  EXPANSION  PLAN  COULD  BE  FAULTY  DO  TO  INCOMPLETE RESEARCH ON ITS
FEASIBILITY
             Our  management  has  not  yet  done  a  feasibility  study of this
project.  Our  management's  expansion  plan  is based solely on our own limited
experience  to  date.   There  is  no  guarantee  that  we  have exercised  good
judgment in the feasibility of this project and there is no data to support our
reliance  on  this  form  of  advertising  and  expansion.

     OUR  KEY  PERSONNEL  IS  IMPERATIVE  FOR  OUR  SUCCESS
             We  are  highly  dependent  upon  the  services  of  Deborah Duffy,
president,  CEO and director.  The loss of her services from the management team
would greatly affect the conduct of our business and the quality of our proposed
ventures.  Ms.  Duffy  has  formulated  The  Vermont  Witch  Hazel  Company's
proprietary  products,  designed  the labels and the logos for all our products,
and  is  the only full time employee.  Management presently maintains a $500,000
key  man life insurance policy on Ms. Duffy, but it would be extremely difficult
to  find  a  replacement  for  her  should  she  decide  to  leave  company.

     OUR  COMPETITORS  IN  THE  SKIN  CARE  MARKET  COULD DUPLICATE OUR PRODUCTS
             Witch  hazel  has  been  a medicine cabinet staple for decades, but
lost  favor  shortly  after  World  War II.   There has been a resurgence in its
popularity  in  the  last few years and it is now being used as an ingredient in
random  over-the-counter  creams,  lotions,  and  cleansers  of  many  different
companies.  We  feel  we  are  unique  in  that  we  use  witch  hazel as a base
ingredient  in  every  product we manufacture.   At this time there are no other
complete  lines  of  (human)  skin  care  or natural pet care using witch hazel.
But there is no guarantee that competitors from another segment of the industry,
with  considerable  financial  holdings and influence, will not try to duplicate
our  products.

     DISTRIBUTION  OF OUR PRODUCTS COULD BE SERIOUSLY CURTAILED IF WE ARE UNABLE
TO  ATTRACT  RELIABLE  DISTRIBUTION  COMPANIES
             We  currently  distribute our own products along with a small local
distributor  for  health food stores in Southern California, Arizona, Washington
and  Oregon.  Part  of our marketing plan relies on further distribution through
companies  and  product  representatives  who  specialize in mass market chains.
Distribution  companies  tend  to  limit their lines of products to those with a
known sales history and are reluctant to carry new products.  For this reason it
may  be difficult to place our products with a national distribution company and
we  may  have  to  continue  to  distribute  our  products  ourselves.

     WE ARE SELF UNDERWRITING THE OFFERING AND MAY NOT BE ABLE TO RAISE REQUIRED
PROCEEDS.
            Because  we  are self-underwriting this offering, we may not be able
to sell all or even a significant portion of our shares and might not be able to
raise  enough  proceeds  to  implement  any  of  our  strategies.   There  is  a
substantial  possibility  that  little  or  no proceeds will be raised from this
offering.  If  we  do  not  raise  at  least  10%  of  our offering, we would be
precluded from manufacturing new products and labels and our plans for marketing
and  advertising  campaigns  would  be  seriously  curtailed.   We would have to
borrow  the necessary working capital and advertising money to promote our sales
in  the  Longs  Drugs  test  stores  and  the  sales  on  our  web  site  sales.

             We  have  attempted to identify, in context, certain of the factors
we  believe  may  cause  actual future experience and results to differ from our
current  expectations.  The  differences  may be caused by a variety of factors,
including  adverse  economic  conditions,  intense  competition,  entry  of  new
competitors,  adverse federal, state and local government regulation, inadequate
capital, unexpected costs, lower revenues,  net income prices, failure to obtain
new  customers.  There  is  further  risk  of  litigation  and  administrative
proceedings involving ourselves, the possible acquisition of new businesses that
do  not  perform  as anticipated, the possible fluctuation and volatility of our
operating  results and financial condition, adverse publicity and news coverage,
inability  to  carry  out  marketing  and  sales  plans, loss of key executives,
changes  in  interest rates, inflationary factors, and other specific risks that
may be alluded to in this registration statement or in other reports we may have
issued.

   OUR  BROAD  DISCRETION  OF  PROCEEDS FROM THIS OFFERING MAY RESULT IN OUR NOT
EXACTLY  FOLLOWING  OUR  PRIORITIES  AS  OUTLINED  IN  THIS  PROSPECTUS.
            Our management maintains broad discretion with respect to the use of
the  offering's  proceeds.  Although  we have outlined our priorities we are not
obligated  to  follow  these  priorities.

     CURRENT STOCKHOLDERS NET TANGIBLE VALUABLE WILL BE DILUTED BY THIS OFFERING
            This  offering  involves a dilution of net tangible value of $92,262
at,  October  31, 2000, to the existing shareholders.   The current net tangible
value  of  our  current  shareholders  stock  will  be diluted by this offering.

     THERE  IS  NO  CURRENT  MARKET  FOR  OUR  SHARES
            There  is  currently  no  market  for  our  shares.  There can be no
assurances that a market will develop, or, if such a market should develop, that
it  would be sustained with sufficient liquidity to permit someone to sell their
shares  at any time.  There are no assurances that the shares could ever be sold
at  or  near  the  offering  price,  or  at

all,  even  in  an  emergency.  Any sales of substantial amounts of common stock
could have a significant adverse effect on the market price of the common stock.

     PAST  TRANSACTIONS  MAY  HAVE  LACKED  SUFFICIENT DISINTERESTED INDEPENDENT
DIRECTORS
            Our  by-laws  originally called for two directors.  Some of our past
transactions  which  are now closed may not have had two disinterested directors
at  the  time of the transactions and would have lacked sufficient disinterested
independent  directors to ratify the transactionsThe number of directors of The
Vermont  Witch  Hazel  Company  was  changed  in  September  of  1996  to three.

     FORWARD  LOOKING  STATEMENTS  MAY  DIFFER  MATERIALLY  FROM  ACTUAL RESULTS
            The  discussions  and  information  in  this  registration statement
contain  both historical and forward-looking statements.  The forward-looking or
projected  statements  regarding  our  financial  condition,  operating results,
business  prospects  or  any other aspect of The Vermont Witch Hazel Company may
differ  materially  from  actual  results.



                                 CAPITALIZATION

The  following  table  sets  forth:

                       Capitalization  as  of  October  31,  2000.
                                                                 Actual
                                                               (Unaudited)
                         ----------
     Shareholders'  Equity:

     Preferred  Stock-no  par  value
     Authorized  100,000  shares,
     Issued  and  outstanding-none

     Common  Stock-no  par  value
     Authorized  10,000,000  shares,
     Issued  and  outstanding  (actual)  1,149,850               $604,292



     Accumulated  deficit                                       $(513,030)
                                                                 ---------

     Total  shareholders'  equity                                 $91,262
                                                                   ------

Included in the actual column is the conversion of $128,000 of convertible notes
payable  into  128,000  shares  of  common  stock.

USE OF PROCEEDS     Our independent auditor has expressed doubt as to whether we
will be  able  to stay in  business  at  our current  rate of non-profitability.
The marketing plan outlined  in  Item  4,  Use of Proceeds, to advertise our web
sites  and sell directly to the public will be a  major  factor  in  turning The
Vermont Witch Hazel Company  into a profitable business. We make  a  much larger
profit selling directly to customers and the cost  of  maintaining the web sites
is under $100 per month per site.    We have already  seen  an  improvement  in
sales  in  the  first quarter of fiscal year 2000-20001. The gross sales for the
quarter ending October 31, 2000, ($30,924) are more than the gross sales for the
entire fiscal year of 1999-2000 ($30,309).

     Our  current  expansion  plans  requires  us  to change both front and back
labels  on  all products, increase inventory and begin a new strategic marketing
plan  that  will  help  place our products in mass market chains.  The estimated
cost  of  all  phases  of  this strategy is approximately $500,000.   We hope to
raise  this  through  a  public  offering  of  our  stock.

     Our  shares  have  never  been publicly traded.   Our shares are considered
penny  stock.  The Securities and Exchange Commission defines a "penny stock" as
any stock with a market price of less than $5.009 per share or an exercise price
of less than $5.00 per share.   If you purchase our stock from this offering, we
are  required  to  give  you  a  disclosure  statement regarding the penny stock
market.  The  statement  is  prepared  by  the Commission.   The Commission also
requires  us  to  disclose  the  current  price of our stock and any commissions
payable  to broker/dealers or our registered representatives.   You will be sent
monthly  statements disclosing recent price information for any penny stock held
in  your  account as well as information on the limited market for penny stocks.
Before  a  broker  may  recommend  the  purchase  of  a penny stock he or she is
required  to  determine  that  the  purchase  is  a  suitable investment for the
prospective  purchaser.  The requirement may hinder the purchase of penny stocks
by  the  public.

     The net proceeds, if the maximum shares are sold from this offering, are to
be  prioritized  in  the  following  way.

     LABELS:
            Five  8  oz  products  will need front and back labels.  The cost of
both  front  and  back  labels, in orders of a minimum of 25,000 each, will cost
$6,440.  Two  products  require  silk  screening on tubes at a cost of forty-six
cents  each.  Twenty-five thousand of each product will cost $23,000.  Four soap
flavors  require  four  separate  boxes  at  a  cost  of  fourteen  cents  each.
Twenty-five  thousand boxes of each flavor (scent) will cost a total of $15,000.
Two  products  require  a wrap label at a cost of seven cents each.  Twenty-five
thousand  each  of  the wrap labels will cost $3,950.  TOTAL COST FOR ALL LABELS
WILL  BE  $48,400.

     INVENTORY:
            We  will  require new inventory of at least ten thousand each of all
items  once  the  new labels have been manufactured and delivered.   APPROXIMATE
TOTAL  COST  FOR  NEW  INVENTORY  IS  $255,000.

     ADVERTISING:
            We  are planning an extensive opt-in email and catalog campaign.  We
currently  furnish  black  and  white  catalogs  per  customer  request.   Using
proceeds  from  the  offering,  we  will begin a new direct mail campaign for an
updated  color  version  of  the  catalog.  Opt-in email costs approximately two
thousand  five hundred dollars ($2,500) per 10,000 names which includes tracking
information,  and  shows a return of 5 to 10%.  Direct mail is cheaper but has a
lesser return of approximately 1 to 5%.  COSTS OF NEW CATALOGS, EMAIL AND DIRECT
MAIL  WILL  TOTAL  APPROXIMATELY  $100,000.

Operating  Capital:
            Until  we  have  finished our initial advertising campaigns, we will
need  supplemental  operating  capital  of  approximately $6,000 per month.  SIX
MONTHS  OF  SUPPLEMENTAL  OPERATING  CAPITAL  WOULD  BE  $36,000.

In  the  event  only 50% of the shares are sold there are certain expenses which
will  remain  the  same.  They are our filing fee, accounting fees and expenses,
legal  fees  and  six months of operating capital.  We would cut our advertising
and  new  inventory  to  less  than half and only produce 15,000 labels for each
product.  The  budget  for  miscellaneous expenses, printing fees, and costs for
Transfer  Agent,  phones,  fax,  etc.  would also be halved.   The following two
tables  illustrate  our use of proceeds if all our shares are sold and if 50% of
our  shares  are  sold.


                     USE OF PROCEEDS IF ALL SHARES ARE SOLD:

Securities  and  Exchange  commission  Filing  Fee               $    132
Accounting  Fees  and  Expenses                                  $  5,000
Legal  Fees  and  Expenses                                       $ 45,000
Printing  and  Engraving                                         $  3,868
Fees  of  Transfer  Agent  and  Registrar                        $  2,000
Phones,  Fax,  Internet                                          $  1,500
Miscellaneous                                                    $  2,500
Labels                                                           $ 48,400
Inventory                                                        $255,600
Operating  Capital                                               $ 36,000
Advertising                                                      $100,000
                                                                  --------
TOTAL                                                            $500,000


                    USE OF PROCEEDS IF 50% OF SHARES ARE SOLD

Securities  and  Exchange  commission  Filing  Fee               $    132
Accounting  Fees  and  Expenses                                  $  5,000
Legal  Fees  and  Expenses                                       $ 45,000
Printing  and  engraving                                         $  1,868
Fees  of  Transfer  Agent  and  Registrar                        $  1,000
Phones,  Fax,  Internet                                          $    750
Miscellaneous                                                    $  1,250
Labels                                                           $  2,420
Inventory                                                        $105,330
Operating  Capital$36,000
Advertising                                                      $50,000
                                                                  -------
TOTAL                                                            $250,000

            Should  we  sell  only a nominal number of shares our first priority
would  be  to  advertise our existing web sites in email campaigns and print ads
such  as women's magazines and teen magazines.  We would not manufacture any new
labels  or  new  inventory.   Focusing  on  the web sites, which only cost about
$86.00  per  month  to  maintain, is the most cost effective way to increase our
income  to  cover expenses until we can raise the money to update our inventory.
The  inventory we have, with the old labels, is fully paid and we can sell it at
full  retail  on the Internet rather than discounting to distributors or selling
it wholesale. We currently maintain over $100,000 (our cost) in inventory in our
warehouses which can be used for web site sales.  The labels are not appropriate
for  mass  market,  but  they are appropriate for Internet sales.  Our profit on
Internet  sales  is  at  least twice the profit of wholesale and three times the
profit  of sales to distributors. There is enough inventory in the warehouses to
cover  our  expenses  for  approximately  two years if it is sold at the rate of
$10,000  (retail)  per  month.


If  the  offering is unsuccessful and we sell no shares or only a few shares, we
will  not  be able to do any advertising until sales grow enough through word of
mouth, referrals and our own email list to make company profitable.  We may have
to  borrow  money  from  our  stockholders  to  manage  the expenses until then.

            We  intend  to  begin  our advertising campaign as soon as possible.
Therefore, we will begin using the proceeds from the offering as soon we receive
them.  Any  changes to our proposed allocation of estimated net proceeds will be
made  by  our  board  of  directors.

                         DETERMINATION OF OFFERING PRICE

            In  determining  the  price  for  our  public  offering we took many
factors  into  consideration.  Although there is no public market for our stock,
we  have  privately sold stock to our shareholders at a price in excess of $2.00
per  share.   Our  projected sales over the next two years was a major factor in
determining  the  share  price  of  $2.00  as  well  as  our  limited  number of
outstanding  shares and the fact we have no long-term debt.  This price has been
supported  by our 330% increase in sales for the quarter ending October 31, 2000
versus  the  quarter  ending October 31, 1999.  Should all shares be sold in the
public  offering  there  will  still  be less than 1,400,000 shares outstanding.


                                    DILUTION

     Any  and  all  stock  purchased by our management was purchased at the same
price  as  that  offered  to  shareholders.  The private offering and two of the
three  amended  offerings have sold at different prices, but whenever management
purchased  their  shares  they did so at the same price as the shareholders were
paying.

      This  offering  involves  a  dilution of net tangible value of $92,262 at,
October  31, 2000, to the existing shareholders.  Assuming the maximum amount of
units  offered are sold the following table shows the dilution of pro forma, net
tangible book value of $591,262, at October 31, 2000, to persons who purchase to
this  offering.

Assumed  initial  public  offering  price  per  share                    $2.00
Pro  forma  net  tangible  book  value  per  share
              as  of  October  31,  2000                                 $0.08
Pro  forma  increase  attributable  to  new  investors                   $0.34
Pro  forma  net  tangible book value per share after the offering        $0.42
Pro  forma  dilution  per  share  to  new  investors                     $1.58

Total  shares  to  be  issued  and  outstanding  when  all  units  are  sold:
1,399,850      Shares       100%

                            SELLING SECURITY HOLDERS

     There  are  no  current shareholders of The Vermont Witch Hazel Company who
are  offering  their own shares up for sale.  The shares being offered belong to
The  Vermont  Witch Hazel Company and have never been purchased, sold or offered
before.

                              PLAN OF DISTRIBUTION

     This  prospectus  relates  to the offer and sale of up to 250,000 shares of
our  common  stock.  We  have  registered the shares for sale to provide us with
additional  capital and freely tradeable securities.  The shares have never been
offered  before.   None  of  the  shares are owned by current shareholders.   We
will  receive  any  proceeds from the sale of these shares and we will use these
proceeds  as  outlined  in  USE  OF  PROCEEDS.

     We plan to distribute the shares solely through our officers and directors,
Deborah  Duffy,  Peter C. Cullen and Rachel Braun.  In doing so, we will rely on
the  Exchange  Act  Rule which permits officers and directors to sell securities
without  registering  as  brokers/dealers  under  certain  circumstances.  This
offering  is  self underwritten.  No company has been engaged as an underwriter.
No  person  who  will  be  selling  stock, Deborah Duffy, Rachel Braun and Peter
Cullen,  will  not  be  receiving  commissions  and no person selling stock is a
disqualified  person  as  defined  in  the  Securities  Act  of  1933.

     We  will  use  our  email list to make a general announcement of our public
offering  to customers who live in states in which we have been approved to sell
our  stock.  On  our  Home  Page  the  announcement  will  read:

<PAGE>

     THE  VERMONT  WITCH  HAZEL COMPANY, A VERMONT CORPORATION, IS CONDUCTING AN
OFFERING  OF  250,000 SHARES AT $2.00 PER SHARE, AVAILABLE IN MINIMAL INCREMENTS
OF  $250, FOR AN AGGREGATE OFFERING OF $500,000. FURTHER DETAILS MAY BE OBTAINED
IN  THE  PROSPECTUS  AVAILABLE  FROM  OUR  OFFICE  UPON  REQUEST.

     The  following  cautions  will  be  listed  below  the  announcements.
          (I)  NO  MONEY  OR  OTHER CONSIDERATION IS BEING SOLICITED BY MEANS OF
THIS ANNOUNCEMENT NOR WILL MONEY BE ACCEPTED. AN OFFER MAY BE MADE ONLY BY MEANS
OF  THE  PROSPECTUS  WHICH  IS  AVAILABLE FROM OUR OFFICE. (II) AN INDICATION OF
INTEREST  MADE  BY  A  PROSPECTIVE  PURCHASER  SHALL  INVOLVE  NO  OBLIGATION OR
COMMITMENT  OF  ANY  KIND.
     THIS  ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES MENTIONED
HEREIN.  AN  OFFER  MAY  BE  MADE ONLY BY PROSPECTUS AND MAY ONLY BE MADE BY THE
COMPANY IN A JURISDICTION IN WHICH A CURRENT REGISTRATION STATEMENT IS IN EFFECT
OR WHERE THE COMPANY IS RELYING ON AN EXEMPTION FROM REGISTRATION UNDER THE LAWS
OF  THE  JURISDICTION(S)  IN  WHICH  IT  IS  MAKING  ITS  OFFER.
A  PROSPECTUS  WILL  ONLY BE SENT TO PROSPECTIVE PURCHASERS WHO ARE RESIDENTS OF
THE  FOLLOWING  STATES  IN  WHICH  OUR  REGISTRATIONS  STATEMENT  IS  IN EFFECT:
     California
     Vermont
     New  York
     Connecticut
     Massachusetts
     Virginia


                                LEGAL PROCEEDINGS

     We  are  not  a  party  to  any  pending litigation nor are we aware of any
threatened  legal  proceeding.


          DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.

DIRECTORS  AND  OFFICERS

The  directors  and  officers of The Vermont Witch Hazel Company are as follows:

<PAGE>


  NAME                               AGE        POSITION

  Deborah Duffy                      57         President, CEO, Director

  Rachel  Braun                      29         Secretary,  Director

  Peter  C.  Cullen                  58         Director


Deborah Duffy    Ms. Duffy has served as president, CEO and a director since our
incorporation  in  August  of  1994.   Ms.  Duffy  has  been compensated for her
services  to  us  during the fiscal years ended December 31, 1997, 1998, 1999 as
revenues  allowed.  Directors  are  not  paid  for  their  services.

Rachel Braun      Ms. Braun has served as a director since October of 1997.  She
was  director  of  Copyrights  at BUG Music from 1990 to May of 1998.  In May of
1998  she  started  her  own  bookkeeping  business  and  has  been  hired as an
independent  bookkeeper  for  us  from  that  date  forward.

Peter  C.  Cullen    Mr.  Cullen is a voice-over specialists in Hollywood.   For
the  past  five  years  he  has  been  an  announcer for NBC, ABC and the Travel
Channel.  He  has  received  an Emmy for his work as "Eeyore" in Disney's Winnie
the  Pooh.  He  has  also  received  recognition for his voices as Optimus Prime
(Transformers),  and  The Predator (film).  Mr. Cullen currently narrates Places
of  Mystery  for  the Travel Channel, and previews for NBC (Providence, Alice in
Wonderland,  Mysterious  Ways).  His  latest movie trailer is The Perfect Storm.
Mr.  Cullen also serves on the National Advisory Council for the Autry Museum of
Western  Heritage  in Southern California. In September of 1996 he became one of
our  directors  and  still  serves  as  a  director.

     None  of  the  directors  of  The  Vermont  Witch Hazel Company serves as a
director  for  any  other  reporting  company.

There  are  no  other  significant  employees.

Ms  Braun  is  the  daughter  of  Deborah  Duffy.

In  the  past  five  years  no  officer,  director or major shareholder has been
involved  with
      .     Any bankruptcy filed by or against any business which the person was
a  general  partner  or  officer.
      .     Any  criminal  conviction  or  proceeding  or  subject  to a pending
criminal  proceeding;
      .   Any order, judgment or decree, not subsequently reversed, suspended or
vacated,  of  any  court  of  competent jurisdiction, permanently or temporarily
enjoining, barring, suspending or otherwise limiting his involvement in any type
of  business,  securities  or  banking  activities;  or
     A  finding  that  the person has  violated a federal or state securities or
commodities  law.

We  have  no  employment  agreements  with  any  of  our  officers.

Executive  compensation  is  not  expected to change following the completion of
this  offering.


         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The following  table sets forth  certain  information  as of March 15, 2000
with  regard  to  the  beneficial  ownership  of  the  common  stock  by:
     each  person known to us to be the  beneficial  owner  of 5% or more of our
outstanding  shares;
     the  officers  and  directors  individually  and
     the  officers  and  directors  as  a  group.



Security  ownership  of  management.


 Title of Class   Name and Address of Beneficial Owner   Amount Owned    Percent
 Common           Deborah  Duffy     president,  CEO       696,900         60.6
                  4415  Ponca  Avenue
                  Toluca  Lake,  CA  91602

 Common           Peter  C.  Cullen     director           232,450         20.2
                  10421  Woodbridge  Street
                  Toluca  Lake,  CA  91602

 Common           Rachel  Braun     secretary                7,000        0.006
                  320  N.  Florence
                  Burbank,  CA  91505


     ALL  OFFICERS  AND  DIRECTORS  AS  A  GROUP           936,350        81.4%

                            DESCRIPTION OF SECURITIES

     Each  increment  offered  consist  of  125  shares  of  common  stock.
     We  are authorized for 10,000,000 shares of common stock, $0.001 par value.
     As  of  3/20/00  1,149,850  shares  were  issued  and  outstanding.
     Each  share  of common stock will be entitled to one vote, either in person
or  by proxy, on all matters that may be voted upon by the owners at meetings of
the  stockholders.
     The  holders  of  common  stock
          *will  have  equal  rights,  based  on  the number of shares owned, to
dividends  from  funds legally                                   available when,
as  and  if  declared  by  our  board  of  directors;
          *will  be  entitled to share in all the assets, based on the number of
shares  owned,  of  The       Vermont  Witch  Hazel  Company  available  for
distribution to holders of common stock upon liquidation, dissolution or winding
up  of  the  affairs  of  The  Vermont  Witch  Hazel  Company;  and
          *will  not  be  subject  to  preemptive  or  redemption  provisions
     All  shares  of  common  stock which are the subject of this offering, when
issued,  will  be  fully  paid and non-assessable, with no personal liability to
their  ownership.
     Our holders of shares of common stock do not have cumulative voting rights.
     At  the  completion  of  this offering, if all shares are sold, affiliates,
officers  and/or  our  directors  will  own approximately 67% of the outstanding
common  stock.

                                 TRANSFER AGENT

     Our transfer agent is Securities Transfer Corporation, a Texas corporation,
2591  Dallas  Pkwy #102, Frisco, TX 75034.  Tel: 469 633-0100.  Fax: 469 63-0088

                      INTEREST OF NAMED EXPERTS AND COUNSEL

     Auditor  for  The  Vermont Witch Hazel Company  is Gerald R. Perlstein, CPA
who  owns  none  of  our  shares.

      DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT
                                   LIABILITIES

     Our  bylaws provide that we will fully indemnify our officers as authorized
or  permitted  under  Vermont law. We have been  advised  that  in  the  opinion
of  the  Commission,  indemnification  for  liabilities under the Securities Act
which may be permitted to directors, officers and  controlling  persons  of  The
Vermont  Witch Hazel Company  is  against  public  policy  and is unenforceable.
In the event that a claim for indemnification against liabilities is asserted by
a  director, officer or  controlling  person  in  connection with the securities
being registered, we will  ask  a  court  of appropriate jurisdiction to decide
if  indemnification  is against public policy as expressed in the Securities Act
and we will be governed by  their  decision.

                     ORGANIZATION WITHIN THE LAST FIVE YEARS

     In May of 1996, The Vermont Witch Hazel Co. purchased a commercial property
from the company's president, Deborah Duffy.  At that time there were only 2
directors, one of which Ms. Duffy, was an interested party to the transaction.
Although the stockholder's ratified the sale at the next shareholder's meeting,
the by-laws were amended at that meeting to increase the number of directors
from 2 to 3 to be sure there could be a majority of disinterested directors in
any future transactions.

                             DESCRIPTION OF BUSINESS

     BUSINESS  DEVELOPMENT.
     The  Vermont Witch Hazel Company  was incorporated on August 3, 1994 in the
State  of Vermont.  In 1995 we sold a portion of our authorized shares through a
private offering. The proceeds  from  the offering were used to expand the lines
of products and cover overhead  while  we  were growing.

     In  September  1995  a  chain  of  natural  food stores, began purchasing a
limited  number  of  our products.  Our  gross  sales  quickly  increased  from
less than $10,000 for the first  fiscal  year  to  slightly more  than  $200,000
for  fiscal year ending July 31, 1997.  In May of 1999 the relationship with the
natural  food  store chain ended, and the result has been a dramatic decrease in
gross sales for fiscal  year ending  July  31,  1999.  Our  first  three periods
of fiscal year 1999/2000 are considerably less than those  of the  same  periods
of  the  previous  year.


     Our  customers  from  the  health  food  chain  who  were no longer able to
purchase  our  products,  wrote,  e-mailed  us  and  called us looking for other
retailers  who  carried  our lines.  These customers formed the beginning of our
data  base  which  now exceeds 4,000 names and addresses.  We will use this date
base  of  known purchasers for our new direct mail order catalogs and our opt-in
e-mail campaign.  We have been reasonably successful in bringing these data base
customers  into  the  Longs Drugs test stores via e-mail and a limited amount of
direct  mail.  Proceeds  from the public offering will be used to finance a much
broader  e-mail  and direct mail campaign incorporating additional mailing lists
we  intend  to  purchase  from  sources  specializing  in  those  lists.
     Longs  Drugs  has  requested a change in our labels if they are to carry us
chain-wide.  The  current  labels  were  designed  for  natural  stores  and web
site/Internet sales.  We are offering 250,000 shares of our stock in this public
offering  to  raise  the  funds to change those labels and update our inventory.

     Four  of  our  products  are currently being tested for customer appeal and
sales in ten Longs Drugs Stores throughout California.    Corporate headquarters
reviews test products every six months  to  determine whether or not they should
be placed in all 400 stores of their chain.  In order for  our  products  to  be
purchased by corporate headquarters we would have to satisfy their minimum sales
requirements.  Their requirements  are  continuous sales of two items of each
product per day for six months.   We  will  not meet  these  sales  figures
without  a  minimal  amount  of  advertising.

     The  four  products  on  the  shelves of the test stores at Longs are Witch
Hazel  &  Aloe  Face  Pads,  Witch Hazel  &  Aloe  Towelettes, Citrus Shave Foam
and Citrus Shave Refill. We chose these products  because, they  have  been  our
best  selling  items  for the last four years.  Since the minimum  time  frame
for  proving our sales figures is six months, and we won't begin to make those
sales until we have begun  advertising, we  could  not  expect a commitment from
Longs before the spring review in 2001. We  do  not  produce enough  revenue  at
this  time  to  pay for the advertising.   A portion of the proceeds  from  the
offering  will be used to  cover  the  cost  of  advertising  for  Longs  Drugs.

     The most difficult aspect of mass market is finding a chain that is willing
to  take  a new product from a new company with a very small advertising budget.
The  second  most  difficult  aspect  of mass market is selling through to their
customers.  Once  we  have  been  successful  in  one  chain,  like Longs, it is
reasonable,  but  not assured, that other chains will follow suit.  We intend to
send  our  customers  discount  coupons  to  be  redeemed at Longs Drugs for our
products.  It  is  an  inexpensive  but  effective  way  of  generating  sales.

     We  will  be very circumspect in the choice of chains we will apply to have
our  products  placed.  Many chains charge "slotting fees."  Slotting fees are a
charge to the manufacturer for the right to rent shelf space in their store. The
average slotting fee is $2500 for each SKU, which is every size of each product.
If  we  do  not  meet the minimum sales for that chain in a reasonable amount of
time,  they will pull the product off the shelf, return it to us at our expense,
and  keep  the  slotting  fee.  Some chains do not pay on time and many actually
take up to 120 days to pay a 30 day invoice.  There are also instances of chains
taking  random deductions from invoices.  We are very aware of problems in these
areas  and  will  act  accordingly.

     We  have  expanded  our natural skin care line from six products in 1995 to
eleven  as  of  the  date  of  this
prospectus.   They  include:
     4  bar  soaps  -  Citrus,  Citrus  Loofah,  Lavender  and  Lavender Loofah;
     8  oz  bottle  of  liquid  Citrus  Castile  Soap;
     Witch  Hazel  &  Aloe  Face  Pads  -  60  per  jar;
     Witch  Hazel  &  Aloe  Towelettes  -  20  per  box;
     8  oz  Toner;
     Witch  Hazel  Protective  Gel (proprietary formula) in 2 sizes - 2 oz and 8
oz;
     Witch  Hazel  & Aloe Skin & Beauty Gel (proprietary formula) in 2 sizes - 2
oz  and  8  oz;
     16  oz  bottle  of  Personal  Cleansing  Gel  (proprietary  formula);
     3.2  oz  non-aerosol,  refillable  Citrus Shave Foam (proprietary formula);
      8  oz  bottle  of  Citrus  Shave  Refill  (proprietary  formula).
             The base ingredient in all our products, both skin care (human) and
pet  care,  is  pharmaceutical
grade  witch  hazel.  Our formulas also include other natural components such as
aloe  vera,  grape  seed  oil,
vegetable  glycerin,  palm  oil,  olive  oil,  and  natural  essence  oils.



     In  April  of 1999 we added a natural pet care line of  four products.  The
pet  products  include
     Skin  &  Ear  Pads  (50  per  jar),
     Skin  &  Coat  Gel  for  itching  (16  oz),
     Veterinary  Witch  Hazel  as  a  non-drying  shampoo  alternative  (16 oz),
     Veterinary  Protective  Gel,  a  first  aid  gel  solution.

     BUSINESS  OF  ISSUER.
     The  Vermont Witch Hazel Company manufactures and distributes a line of all
natural  witch  hazel-based (human)  skin  care  and  all  natural  veterinary
witch  hazel-based  pet care products.    Our  Cleanser/Toner is  pure,
pharmaceutical grad witch hazel,  manufactured to FDA standards.   We use  this
Witch  Hazel as the base  for all our products.  Our one-of-a-kind, proprietary
formula for Witch Hazel Protective Gel  is  used  to  help reduce the appearance
of acne, blemishes, cold sores, etc.   and help protect cuts and bites by laying
down  a  water  soluble barrier. Our proprietary formula for All Purpose Skin &
Beauty Gel gently  removes make-up,  soothes itching  of insect bites, cleanses,
and soothes itching and burning of hemorrhoids. Our 4 soaps are hand made, aged,
and are filled with moisturizers.  Our Witch Hazel & Aloe Face Pads soothe tired
eyes,  remove  make-up  and  cleanse  and  tone  skin.  Our  Witch  Hazel & Aloe
Towelettes  cleanse, cool and soothe skin and our proprietary formula for 3-in-1
Shave  Foam and Refill contains shave foam, moisturizer and after shave combined
in  a  non-aerosol,  refillable  canister  and  refill  for  the  canister.

     We  send  every  product  we  manufacture  to  an  independent  accredited
laboratory  where  it  is  tested  for biological  contamination  Tests are
conducted during and after manufacturing to be  sure  the  ingredients, fillers
vats  and  end  product have not come into contact with any biological
contamination  that  could degrade  the  final  product.  No  products  are
released for sale until we have received  passing  results  on every test.
In 1997 a batch of our cleansing gel did not pass and the products were
promptly  discarded  and  remade.

     Because  we  make  no medical claims, our products are considered cosmetics
and  do  not  require  FDA approval  or  further  governmental  testing. As long
as  we do not make any medical  claims  we  are  not required to test our
products for government approval.  Our labels only claim to soothe,  relieve  or
cleanse, and  do  not  claim  to  cure  any  condition.

     Although  we  distribute  most  of  the  products ourselves, we also use an
independent all  natural  distributor, Ginseng  Co., to distribute our skin care
line throughout the Southwest to both chain and independent health  food stores.
We have no contract or written agreement with Ginseng, but they  have  been
distributing our  products  for  five  years.  If  we  become dissatisfied  with
their  services  at any time, we may hire a new distributor.

          Our  pet  brand  name is "TESTED ON HUMANS."   We chose the brand name
for  two  reasons:
          All  four  of  the  products  were  derived  from  formulas  initially
manufactured  for  our  (human)  skin care  line.
          Most  natural products are not tested on animals and declare that fact
in  bold  letters  on  their  labels.
     We  also  make  the  same  claim  on  our  labels.  We  thought  it  was an
interesting  turn of phrase and the reaction to the name has been very positive.

     The  pet  products are Veterinary Witch Hazel, a natural fly spray and coat
cleanser;  Veterinary  Skin  & Coat Gel a proprietary formula used to to soothe
and relieve itching from insect bites  and  flea  allergies;  Veterinary
Protective Gel, proprietary, for minor first-aid;  and  Veterinary  Skin  &  Ear
  Pads,  large  soft  pads  to cleanse  and  soothe  ears  and  deep  wrinkles.

             Our  president,  Deborah Duffy,  has been in charge of research and
development  since  we  were incorporated.  She  does not have a degree in
Chemistry.  Ms. Duffy first tested the  products  on  herself and then put them
in the company store for customer comments.    The total cost of  research  and
development  has  consistently remained under 2% of our gross revenues  for the
past  three  fiscal  years.

             Customers  were  asked  to  rate  each  product's  efficiency,
consistency,  and  eye  appeal.  Only  the  products that had "good" or
"excellent" ratings in every category were chosen to become a permanent  part of
the line.

            We  have  incurred no cost or suffered any ill effects from federal,
state  or  local  environmental laws  because  we  contract  the  manufacturing
of  all  our products to other, larger  companies  who specialize  in
manufacturing  and  are in full compliance with all governmental regulations.

            In  order  to  cover  our  total  expenses  every month we must sell
$10,000  every  month  of  products currently stored in our warehouses.  To sell
$10,000  at  wholesale prices would take twice as many sales as we would need on
the  Internet where we sell our products retail.  This is why our first priority
is  our  web  sites.  We are currently selling about $2000 to $3,000 through the
Internet  with  absolutely  no  advertising  of  any  kind.  Customers  have
to  ask for witch hazel on a search engine to find us.  With a minimal amount of
advertising  of  our  web site  we  feel we will be able to reach our goal of
$10,000 per month.   We will continue  to  promote  our web  sites  after  we
have  reached  the  sales  needed  to cover our expenses.

             The  major costs involved in promoting the web sites are purchasing
the  email  and  direct mailing lists from companies who specialize in names and
addresses  of customers  who  are  actually  looking  to  buy natural  products.
These liss average about $2500 per 10,000 names. Our goal is  to  purchase
100,000 names  to begin the campaign, but we can improve our sales with just one
list if we  only  receive  nominal proceeds  from  the  offering.  The  average
return  rate of customers actually visiting  the  sites  and  making  a purchase
as  a  result of email is between 5 and 10%.  Average return on direct mail  is
1%.

            It is also imperative we make ourselves known to the general public.
To  do  this  we  intend  to  promote distribution  of  our  products  in
selected retail stores and chains.  A large chain  like  Longs  Drugs  with  400
stores  could  provide  us with gross annual sales in excess of $500,000 if they
only  sell  four  of  our products.  The key to growing our sales in mass market
is to change our labels and  advertise the  benefits of  our  products  and  the
places  in  which they are available for purchase. Advertising and changing  our
labels  are  completely dependent on available funds but are an integral part of
our  marketing  plan  to become  profitable.



                     MANAGEMENT'S DISCUSSION AND ANALYSIS OR
                                PLAN OF OPERATION

            MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL CONDITION AND
RESULTS  OF  OPERATIONS.
            Our  financial  projections  are  based  on defined expenses and the
ability to attract mass market chains.   In the event only 50% of the shares are
sold there are certain expenses which will remain the same.  They are our filing
fee,  accounting  fees  and  expenses,  legal  fees  and six months of operating
capital.  We  would  cut our advertising and new inventory to less than half and
only  produce  15,000  labels  for  each  product.  The budget for miscellaneous
expenses,  printing  fees, and costs for Transfer Agent, phones, fax, etc. would
also  be  halved.  Should  we  sell  only  a  nominal number of shares our first
priority  would  be  to  advertise our existing web sites in email campaigns and
print  ads  such  as  women's  magazines  and  teen  magazines.  We  would  not
manufacture  any  new labels or new inventory.  Focusing on the web sites, which
only  cost about $86.00 per month to maintain, is the most cost effective way to
increase our income to cover expenses until we can raise the money to update our
inventory.  The inventory we have, with the old labels, is fully paid and we can
sell  it  at full retail on the Internet rather than discounting to distributors
or  selling  it  wholesale.  We  currently  maintain over $100,000 (our cost) in
inventory  in  our  warehouses which can be used for web site sales.  The labels
are  not  appropriate  for  mass  market,  but they are appropriate for Internet
sales.  Our  profit  on Internet sales is at least twice the profit of wholesale
and  three times the profit of sales to distributors.  There is enough inventory
in  the  warehouses  to  cover our expenses for approximately two years if it is
sold  at  the  rate  of  $10,000,  retail,  per  month.

              Time  frames  for  manufacturing  new  inventory  and  labels  is
approximately  six  weeks  from  date  of  purchase  order.  It is far more cost
effective  to order 50,000 of each label than it is to order 10,000 of each, but
the  amount  ordered  will be completely dependent on the proceeds received from
the  public offering.  Our catalogs are ready to be printed and can be completed
in  one  week.  Labeling  and mailing would require one to two additional weeks.
Our  email campaign is ready, and can be implemented in one week.  Our print ads
are  ready to be sent out.   How soon they would actually appear would depend on
the  magazine(s)  we  choose  and  the lead time they require before publication
date.

             We  will  not place purchase orders for anything unless or until we
have  raised  sufficient  capital  through  our  public offering.   A minimum of
$5,000  to  begin the email campaign and a minimum of $7,000, which includes the
cost  of  printing  the  catalogs,  would be required to implement a direct mail
campaign,.

<PAGE>

             If  our offering is not successful and we do not raise the proceeds
to  implement  any  of our marketing strategies, we will have to ask our current
shareholders  to  loan  us  operating  capital.  At this time we have no written
agreements with any of our shareholders to loan us funds.   Based on our current
sales  and  financial  condition, we would require additional capital within the
next  12  months.
   INTERIM  PERIODS.
             Current  fiscal  year  end  is  July 31, 2000.  Gross sales for the
period  of  August 1, 1999 through the date of this prospectus are far less than
for  the  comparable  interim  period  of  the  preceding  year.  This is mostly
attributable  to losing our contract with the natural health food chain.  During
this  interim  period we have reduced our overhead by closing the store, selling
the  building  and  reducing  our  number  of  full  time  employees.

             Our current monthly overhead is approximately $10,000.  Income from
Internet  sales  averages  $2,000 to $2,500.  Income from wholesale sales varies
between  $2,000  and  $3,000  per  month.  Our  monthly deficit can be $4,000 to
$6,000  per  month  depending  on  sales.

             Our  gross  sales for the quarter ending October 31, 2000, $30,958,
exceeds  the  total  sales  for  the  entire  fiscal  year ending July 31, 2000,
$30,309.  The  increase in sales can be attributed to an increase in catalog and
Internet  sales  and  repeat  orders from chain stores, .  We intend to continue
increasing  sales, though not necessarily at this high rate, over the next year.
Our  goal  for  year  end  July  31,  2001  is  $100,000,  an increase of 30.3%.

                               PLAN OF OPERATIONS
             The  first  step  in  our  plan  of operations is to prioritize the
proceeds from this offering to generate sufficient revenues to cover our monthly
overhead.

OPERATING  CAPITAL:
             Until  we  have finished our initial advertising campaigns, we will
need  supplemental  operating  capital  of  approximately $6,000 per month.  Six
months  of  supplemental  operating  capital  would  be  $36,000.

ADVERTISING:
            We  are planning an extensive opt-in email and catalog campaign.  We
currently furnish black and white catalogs per customer request.  Using proceeds
from  the offering, we will immediately begin a new direct mail campaign with an
updated  color  version  of  the  catalog.  Opt-in email costs approximately two
thousand  five hundred dollars ($2,500) per 10,000 names which includes tracking
information  and  shows  a return of 5 to 10%.  Direct mail is cheaper but has a
lesser return of approximately 1 to 5%.  Costs of new catalogs, email and direct
mail  will  total  approximately  $100,000.

LABELS:
 .          Five 8 oz products will need front and back labels.  The cost of both
front  and back labels, in orders of a minimum of 25,000 each, will cost $6,440.
 .          Two  products  require silk screening on tubes at a cost of forty-six
cents  each.  Twenty-five  thousand  of  each  product  will  cost  $23,000.
 .          Four  soap  flavors require four separate boxes at a cost of fourteen
cents each.  Twenty-five thousand boxes of each flavor (scent) will cost a total
of  $15,000.
 .          Two  products  require  a  wrap  label at a cost of seven cents each.
Twenty-five  thousand  each of the wrap labels will cost $3,950.  Total cost for
all  labels  will  be  $48,400.

INVENTORY:
            We  will  require new inventory of at least ten thousand each of all
items  once  the  new  labels have been manufactured and delivered.  Approximate
total  cost  for  new  inventory  is  $255,000.




<PAGE>



   RESULT OF OPERATIONS-FISCAL YEAR 2000 VERSUS FISCAL YEAR 1999 AND FISCAL YEAR
                                      1998

            REVENUES:
            Revenues for the year ended July 31, 1999 decreased to $155,425 from
revenues of $300,635 for the year ended July 31, 1998, a decrease of $145,210 or
48%.  Fiscal  year  ending  July  31,  1998  was  the  last  full  year  of  our
relationship  with a natural health store chain, our largest customer, and sales
from  that  relationship  accounted for 80% of our gross revenues for that year.

             Revenues for the year ended July 31, 2000 decreased to $30,309 from
revenues  of $155,425 for the year ended July 31,1999, a decrease of $125,116 or
80.5%.  Revenues  decreased  primarily  because  we no longer had a relationship
with a natural health store chain, which ended in May of 1999, and we closed our
company store in May of 1999.  Sales to the health store chain in the year ended
July 31,1000 amounted to $125,232 which was 81% of our gross revenues.  Although
our  company  store  was  not  profitable,  our sales to the store accounted for
$13,494  of  our  revenues  in  the  year  ended  July  31,1999,  or  9%.

             Sales  for  the  quarter  ending  October  31,  2000 was $30,958 as
compared  to$9,339 for the quarter ending October 31, 1999 an increase of 331`%.
The  increase  in sales can be attributed to an increase in catalog and Internet
sales  and  repeat  orders  from chain stores.  We intend to continue increasing
sales,  though  not necessarily at this high rate, over the next year.  Our goal
for  fiscal  year  ending  July  31,  2001  is  $100,00,  an  increase  of 30.3%

GENERAL  AND  ADMINISTRATIVE  EXPENSES:
               General and administrative expenses increased to $231,653 for the
year  ended  July  31,  1999  from $186,328  for  the  year ended July 31, 1998
an increase of $45,325 or 20%.  The increase was due primarily to expenses
associated with increases in advertising, insurance,  samples,  and  legal  and
professional  services.  About $20,000  of  inventory  with  outdated  labels
was  given  away  as  samples.

            General  and  administrative  expenses decreased to $199,531 for the
year  ended  July  31,2000  from  $231,653  for  the  year ended July 31,1999, a
decrease  of  $32,122  or  14%.   Had  it not been for extraordinary expenses in
excess  of  $60,000 incurred in preparation and filing for this public offering,
our  general and administrative expenses for the year ending July 31, 2000 would
have  decreased  to  less  than  $140,000.

            General  and  administrative  expenses for the quarter ended October
31, 2000 was $23,663 compared to $35,968 for the quarter ended October 31, 1999,
a decrease of 34%.  This decrease was primarily due to the closing of our stores
and  subsequent  reduction  of  personnel.

LOSS  FROM  OPERATIONS:
             We  had  a loss from operations of $165,047 for the year ended July
31, 1999 versus a loss of $116,171 for the year ended July 31, 1998, an increase
of  $48,876  or  30%.  The  increased  loss  was  primarily  due  to  inventory
manufactured  and  warehoused  for the health food chain before the relationship
was  severed.

             We  had  a loss from operations of $188,881 for the year ended July
31, 2000 versus a loss of $165,047 for the year ended July 31, 1999, an increase
of  $23,834  or  14%.  The increased loss was primarily due to the extraordinary
expenses  incurred  in  preparation  and  filing  for  this  public  offering.

             Loss  from  operations  for  the quarter ended October 31, 2000 was
$10,619  compared  to $24,700 for the quarter ended October 31, 1999, a decrease
of 57%.   This decrease was primarily due to cutting back on our expenses and an
increase  in  our  sales.

INTEREST  EXPENSE:
             Interest expenses increased to $19,685 for the year ended July 1999
from  $15,156  for  the  year ended July 31, 1998, an increase of $4,529 or 23%.
The  increase  was  primarily  due  to  accrued  interest on loans made to us by
stockholders.

             Interest  expense  decreased  to  $11,634  for  the year ended July
31,2000  from  $19,685 for the year ended July 31, 1999, a decrease of $8,051 or
41%.  The  decrease  was due to the conversion of shareholder loans to stock and
the  sale  of  our  building  in  Windsor,  Vermont  in  January  of  2000.

Interest  expense  for  the  quarter ended October 31, 2000 was $215 compared to
$6564  for  the  quarter  ended  October  31,  1999The  decrease was due to the
conversion  of  shareholders  loans  to  stock  and  the  sale  of  real estate.

OTHER  INCOME:
             Rent  and  other income decreased to $9,013 for the year ended July
31,  1999  from $10,750 for the year ended July 31, 1998, a decrease of $1737 or
15%.  The  decrease  was  due  to vacancies in our building in Windsor, Vermont.

             Rent  and  other income decreased to $8,390 for the year ended July
31,  200 from $9,013 for the year ended July 31, 1999, a decrease of $623 or 7%.
The  decrease  was  due  to the cessation of rents when our building was sold in
January  2000.

             There  was  no rental income for the quarter ended October 31, 2000
as compared to $4115 for the quarter ended October 31, 1999.   This decrease was
due  to  the  sale  of  real  estate.


                       CHANGES IN STATEMENTS OF CASH FLOWS

CASH  FLOWS  FROM  OPERATING  ACTIVITIES:
             We  had an increase in cash used in operating activities of $27,315
or  36%  from  July  31,  1998  to July 31, 1999.  This was primarily due to the
increase  in  net loss in the two periods and by changes in operating assets and
liabilities.
             We  had an increase in cash used in operating activities of $36,750
or  36% from July 31, 2000 due to an increase in net loss for the period, offset
by  non-cash  items.  This  was  primarily issuance of stock for services and by
changes  in  operating  assets  and  liabilities.

We have decreased cash used in operating activities from $25,619 for the quarter
ended October 31, 1999 to $16, 199 for the quarter ended October 31, 2000.  This
was primarily due to a decrease in operating loss for the period, an increase in
accounts  receivable  and  a  decrease  in  inventory

CASH  FLOWS  FROM  INVESTING  ACTIVITIES:
             We  had  an  increase  of cash from investing activities during the
year  ended  July  31,  2000  due  to the sale of a building and improvements in
Vermont.

There  was  no  investing  activity  in  the quarter ending October 31, 2000 and
October  31,  1999.

CASH  FLOWS  FROM  FINANCING  ACTIVITIES:
             Cash  flows from financing activities increased $28,850 or 41% from
July  31,  1998  to  July  31,  1999  due primarily to the sale of common stock.

<PAGE>
             Cash  flows from financing activities decreased $37,153 or 37% from
July  31,  1999 to July 31, 2000.  This was primarily due to an increase in sale
of  common  stock  and  the reduction of mortgage principal due to the sale of a
building  in  Vermont.

Cash  flows  from  financing  activities  decreased from $26,939 for the quarter
ended  October 31, 1999 to $10,000 for the quarter ended October 31, 2000.  This
was  primarily  due  to  decrease  in  sale  of  stock.

              WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING

             An  increase  of  14,350 shares from July 31, 1998 to July 31, 1999
was  due  to  shares  issued  for  cash.

             The  weighted  average  number  of shares of 1,025,059 for the year
ended  July  31,  2000  grew  from  829,050
for  the  year  ended  July 31, 1999, an increase of 196,009 shares or 24%.  The
increase  resulted  from  issuing  128,000 shares upon conversion of Convertible
Demand  Notes,  116250  shares  in return for cash invested in The Vermont Witch
Hazel  Company  during  the year and 66,000 shares issued in return for services
provided  to  us.

                             DESCRIPTION OF PROPERTY

             We  currently own no real property.  We lease offices at 4415 Ponca
Avenue,  Toluca  Lake,  CA,  from  Deborah  Duffy.  Our  rent  ($500  per month)
includes  two  offices and a shipping room and is approximately one third to one
half  the rent we would pay at current rates if we were to lease elsewhere.  Our
warehouse  spaces  are  located  at  1819  Dana Street in Glendale, CA, and 3935
Heritage  Oak  Court, Simi  Valley,  CA. warehouse  rent in Glendale is $500 per
month.  Simi  rent is $5.00 per pallet which currently amounts to about $350 per
month.   We  have  no  investments  in  real  estate  mortgages  or  securities.
            MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

             There  are  currently  issued  and  outstanding 1,149,850 shares of
common stock.  Affiliates own 967,350 of these shares.  Of the remaining 182,500
issued  shares  of  common stock, 50,000 were issued less than one year ago, and
are  therefore  restricted  from  sale,  leaving  132,500 shares of common stock
available  for  sale  in  the  public  market  pursuant  to  SEC  Rule  144.

     We currently have 31 shareholders of record of our common stock.   Of those
shareholders,  four  have  received  stock  for services rendered which included
public  relations  ,  sample  making,  professional  consulting  regarding  this
offering,  and  booking  national  sales  representatives.  Four  shareholders,
including our president, Deborah Duffy, have received stock from converted loans
made  to  us  during  the past three years.    Since our inception we have never
declared a cash dividend on any of our common equity stock.   We have never been
profitable  to  date.  We  would only consider issuing dividends, if and when we
became profitable.  Our first priority is to re-invest in our corporation, focus
on  expansion  and continue to successfully market our products.  Even if we are
profitable, we intent to meet all of these objectives before we consider issuing
any  dividends.   There  is  currently  no  public  market  for  our  stock.




                             EXECUTIVE COMPENSATION

             We  have  only one employee, Deborah Duffy, president and CEO.  Ms.
Duffy  receives  $1040.00  every  two  weeks.   Ms.  Duffy  holds  no options or
warrants  for  future  shares nor does she have an employment agreement with The
Vermont  Witch  Hazel  Company

          SUMMARY  COMPENSATION  TABLE

                             Annual  Compensation     Awards          Pay-outs
                             (a)     (b)            (c)               (e)
Deborah  Duffy               1997    $31,000        none              none
(president)                  1998    $21,667        none              none
                             1999    $27,040        none              none

Our  directors are not, nor have they ever been, compensated for their duties as
directors.   Executive  compensation  is  not  expected  to  change  following
the  completion of this offering.


                              FINANCIAL STATEMENTS

     Please  see  attached  audited financial statements for fiscal years ending
July  31,  2000,  1999  and  1998.


                              FINANCIAL STATEMENTS


              FOR THE THREE MONTHS ENDED OCTOBER 31, 2000 AND 1999
                                   (UNAUDITED)


                         THE VERMONT WITCH HAZEL COMPANY

                              FINANCIAL STATEMENTS


              FOR THE THREE MONTHS ENDED OCTOBER 31, 2000 AND 1999
                                   (UNAUDITED)





FINANCIAL  STATEMENTS:

BALANCE  SHEET                                                                1

STATEMENTS  OF  OPERATIONS                                                    2

STATEMENT  OF  STOCKHOLDERS'  EQUITY  (DEFICIT)                               3

STATEMENTS  OF  CASH  FLOWS                                                   4

NOTES  TO  FINANCIAL  STATEMENTS                                            5-8






<TABLE>
<CAPTION>


                                               THE VERMONT WITCH HAZEL COMPANY

                                                       BALANCE SHEETS
                                    FOR THE THREE MONTHS ENDED OCTOBER 31, 2000 AND 1999
                                                         (unaudited)

                                                           ASSETS
                                                           ------


                                                                               OCTOBER                JULY
                                                                               31, 2000             31, 2000
                                                                              (Unaudited)           (Audited)
<S>                                                                               <C>                  <C>
Current Assets:
       Cash                                                                    $     569             $   6,768
       Accounts receivable                                                        26,184                 1,533
       Inventory                                                               $ 139,466             $ 138,689

Fixed Assets:
       Furniture and equipment                                                     6,141                 6,141
       Less: accumulated depreciation                                              6,141                 6,141
                                                                                ---------            ----------
                                                                                       0                     0
           TOTAL ASSETS                                                        $ 139,466             $ 138,689
                                                                                ---------            ----------
                              LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                              ----------------------------------------------

Current Liabilities:
      Accounts payable                                                            20,293                19,191
      Accrued liabilities                                                            911                   617
      Notes payable                                                               27,000                17,000
                                                                                ---------            ----------
      Total current liabilities                                                   48,204                36,808

Commitments and Contingencies:

Stockholders' Equity (Deficit)
      Preferred stock - no par value
          Authorized 1,000,000
          Issued and outstanding - none
      Common stock - no par value
          Authorized 10,000,000 shares
          Issued and outstanding - 1,149,850 shares                              604,292                604,292

Retained deficit                                                                (513,030)              (502,411)
                                                                               ----------            -----------

      Total Stockholders' Equity                                                  91,262                101,881
                                                                               ----------            -----------
      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                              $  139,466            $   138,689
                                                                               ----------            -----------
                         The accompanying notes are an integral part of these statements.
                                                     UF-1
</TABLE>


<TABLE>
<CAPTION>


                                     THE VERMONT WITCH HAZEL COMPANY


                                         STATEMENT OF OPERATIONS

                          FOR THE THREE MONTHS ENDED OCTOBER 31, 2000 AND 1999
                                               (unaudited)




                                                                           2000              1999
                                                                          ------            ------
<S>                                                                         <C>               <C>
Sales                                                                  $  30,958         $   9,339

Cost of sales                                                             17,914             2,186
                                                                        ---------          --------

Gross profit                                                              13,044             7,153

Rent and other income                                                        -               4,115

Selling, general and administrative expenses                             (23,663)          (35,968)
                                                                        ----------         ---------

NET LOSS                                                                 (10,619)         $(24,700)
                                                                        ----------         ---------



Weighted average number of common shares outstanding:                  1,149,850           864,600
                                                                       -----------       -----------

Net loss per common share                                             $   ( 0.09)         $  (0.03)
                                                                       -----------         ---------
</TABLE>


<TABLE>
<CAPTION>


                                      THE VERMONT WITCH HAZEL COMPANY



                                STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

                            FOR THE THREE MONTHS ENDED OCTOBER 31, 2000 AND 1999
                                                (UNAUDITED)




                                                                                              TOTAL
                                                  COMMON STOCK       ACCUMULATED          STOCKHOLDERS
                                              SHARES       AMOUNT      DEFICIT          EQUITY (DEFICIT)
                                             ---------------------  -------------      -----------------
<S>                                            <C>           <C>         <C>                  <C>
Balance July 31,2000                         1,149,850    $604,292    $(502,411)            $101,881



Net loss for period                                                   $ (10,619)            $(10,619)
                                                                      -----------      ----------------


Balance October 31, 2000                     1,149,850    $604,292    $(513,030)            $ 91,262
                                             ---------------------    -----------      ----------------





                    The accompanying notes are an integral part of these statements

                                                 UF-3
</TABLE>


<TABLE>
<CAPTION>


                               THE VERMONT WITCH HAZEL COMPANY

                                   STATEMENTS OF CASH FLOW

                    FOR THE THREE MONTHS ENDED OCTOBER 31, 2000 AND 1999
                                         (UNAUDITED)





CASH FLOWS FROM OPERATING ACTIVITIES:                        2000                      1999
                                                          ----------                ----------
<S>                                                           <C>                       <C>

Net loss for the period                                    $(10,619)                 $(24,700)
Adjustments to reconcile net loss to net cash
used by operating activities:

Depreciation                    -                                                       1,119
(Increase)/Decrease in accounts receivable                  (24,651)                   (2,000)
(Increase)/Decrease in inventory                             17,675                    (1,481)
Increase/(Decrease) in accounts payable                       1,102                       114
Increase/(Decrease in accrued liabilities                       294                     1,329
                                                          -----------                ----------

NET CASH USED IN OPERATING ACTIVITIES                       (16,199)                  (25,619)
                                                          -----------                ----------

CASH FLOWS FROM INVESTING ACTIVITIES                            -                         -

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from common stock                                      -                      25,000
Reduction of mortgage principal                                 -                      (1,061)
Proceeds from borrowings                                     10,000                     3,000
                                                           ---------                 ---------
Net cash provided by financing activities                    10,000                    26,939
                                                           ---------                 ---------

NET INCREASE (DECREASE) IN CASH                               6,199                     1,320

CASH BALANCE, BEGINNING OF PERIOD                             6,768                       199
                                                           ---------                 ---------

CASH BALANCE, END OF PERIOD                                     569                    $1,519
                                                           ---------                 ---------


                 The accompanying notes are an integral part of these statements

                                              UF-4
</TABLE>





                         THE VERMONT WITCH HAZEL COMPANY

                          NOTES TO FINANCIAL STATEMENTS
              FOR THE THREE MONTHS ENDED OCTOBER 31, 2000 AND 1999
                                   (UNAUDITED)



      1.NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
        -------------------------------------------------------------------

A.      Organization  and  Business:
       ----------------------------

The Vermont Witch Hazel Company (VWHC or the "Company") creates and markets skin
care  and pet care products.  The Company manufactures and distributes a line of
witch  hazel based natural, hypo-allergenic soaps, cleansers and other skin aids
for  people  who  prefer  natural  and  environmentally  friendly products.  The
Company  presently  maintains two Internet web sites to advertise and market its
products.

VWHC  was  incorporated in the State of Vermont on August 3, 1994 as Witch Hazel
Company.  On  October  4,  1994  it  was  renamed Vermont Witch Hazel Co. and on
September  16, 1996 it was renamed The Vermont Witch Hazel Company.  On November
1,  1994  the Company registered to conduct business in the State of California.


     B.     Property  and  Equipment:
            ------------------------

Property and equipment are stated at cost.  The assets are depreciated using the
straight-line  method over their estimated lives of five years for furniture and
equipment.  It  is  the  policy  of  the  company  to  capitalize  significant
improvements  and  to  expense  repairs  and  maintenance.

Depreciation  expense  for  the  three  months  ended October 31, 2000 was: none

     C.      Loss  Per  Share:
            -----------------

Loss  per  share of common stock is computed using the weighted number of common
shares  outstanding  during  the period shown.  Common stock equivalents are not
included  in  the  determination  of  the  weighted  average  number  of  shares
outstanding,  as  they  would  be  antidilutive.


                                      UF-5

                         THE VERMONT WITCH HAZEL COMPANY

                     NOTES TO FINANCIAL STATEMENTS CONTINUED

              FOR THE THREE MONTHS ENDED OCTOBER 31, 2000 AND 1999
                                   (UNAUDITED)


     D.     Recently  Issued  Accounting  Pronouncements:
            --------------------------------------------

In  1997,  the Financial Accounting Standards Board (FASB) issued Statements No.
130,  Reporting  Comprehensive Income and No. 131, Disclosures about Segments of
an  Enterprise  and  Related  Information.  The  Company's  adoption  of  these
statements  had  no  material  impact  on the accompanying financial statements.


     E.      Impairments  of  Long  Lived  Assets
            -------------------------------------

The  Company evaluates its long-lived assets by measuring the carrying amount of
the  assets against the estimated undiscounted future cash flows associated with
them.  If  such  evaluations  indicate  the  future  undiscounted  cash flows of
certain  long-lived  assets  are not sufficient to recover the carrying value of
such assets; the assets are adjusted to their fair values.  No adjustment to the
carrying  values  of  the  assets  has  been  made.


     F.      Statement  of  Cash  Flows
            ---------------------------

Supplemental  disclosure  of  cash  flow  information  is  as  follows:

          Cash  paid  during  the  period  for  August  1  to  October  31,2000:


               Interest                     0
               Income  taxes                0


     G.     Use  of  Estimates:
            ------------------

          The  preparation  of  the  financial  statements  in  conformity  with
generally  accepted  accounting principles requires management to make estimates
and  assumptions  that  effect reported amounts of assets and liabilities at the
date of the financial statements, and revenues and expenses during the reporting
period.  Actual  results  could  differ  from  estimates  and  assumptions made.


     H.      Inventory:
            ----------

Inventory  is  stated  at  lower of cost (first-in, first-out method) or market.



                                      UF-6

<PAGE>
                          THE  VERMONT  WITCH  HAZEL  COMPANY

                      NOTES  TO  FINANCIAL  STATEMENTS  CONTINUED

             FOR  THE  THREE  MONTHS  ENDED  OCTOBER  31,  2000  AND  1999
                                     (UNAUDITED)


     I.      Revenue  Recognition:
            ---------------------

The  Company  recognizes  revenue  from  the sale of its products at the date of
sale.  The  buyer  has the right to return the merchandise; however, the returns
have been remote and insignificant, and all of the conditions of FAS-48 are met,
thereby  precluding  an  accrual  of  a  loss  contingency  under  FAS-5.


     J.      Management  Representation
            ---------------------------

The  financial  statements  and  notes  are  representations  of  the  Company's
management,  which  is  responsible  for  their integrity and objectivity.  They
include  all  adjustments  deemed  necessary  in  order  to  make  the financial
statements  not  misleading.  Management  represents  that  these  financial
statements  conform  to  generally  accepted accounting principles and have been
consistently  applied  in  the  preparation  of  the  financial  statements.


2.     INCOME  TAXES
       -------------

Income  taxes are provided pursuant to SFAS NO. 109 Accounting for Income Taxes.
The  statement requires the use of an asset and liability approach for financial
reporting  for income taxes.  If it is more likely than not that some portion or
all  of  a  deferred  tax  asset  will not be realized, a valuation allowance is
recognized.  No tax benefit of the Company's net operating loss carryforward has
been  recorded  as  it is more likely than not that the carryforward will expire
unused.  Accordingly,  the  tax benefit of the loss carryforward has been offset
by a valuation allowance of the same amount.  Thus, the Company has not recorded
an  asset  or  liability  in  accordance  with  SFAS  No.  109.

The  Company  has  approximately  $513,000  of  loss carry forwards available to
reduce  future  tax  liability  through  the  year  2019.


 .3.     FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS
        ---------------------------------------

The  Company  has  used  market  information for similar instruments and applied
judgment  to  estimate fair value of financial instruments.  At October 31, 2000
the  fair value of cash, accounts receivable, notes payable and accounts payable
approximated  carrying  values  because  of  the  short-term  nature  of  these
instruments.


                                      UF-7


                         THE VERMONT WITCH HAZEL COMPANY

                     NOTES TO FINANCIAL STATEMENTS CONTINUED

              FOR THE THREE MONTHS ENDED OCTOBER 31, 2000 AND 1999
                                   (UNAUDITED)

4.     COMMITMENTS  AND  CONTINGENCIES
       -------------------------------

     A  .     Leases:
              ------

The  Company  presently  leases  its  main  office  facilities from its majority
stockholder on a month to month basis, at a cost of $500 per month.  The Company
presently  leases  its warehouse facilities on a month to month basis, at a cost
of  $500  per  month.  Prior  years  rental  expense  reflect  the use of larger
facilities.  There  is  no determinable future costs, except on a month to month
basis.

Rent  expense  for  the  three  months  ended  October  31,  2000  was  $3,056.

The  Company  is  not  presently  involved  in  any  litigation.


5.     GOING  CONCERN
       --------------

The Company has experienced operating losses since inception primarily caused by
its  continued  development  and  marketing costs.  As shown in the accompanying
financial  statements,  the Company incurred a net loss of $10,619 for the three
months  ended  October  31,  2000  on  sales  of  $30,958.  As of that date, the
Company's  current  liabilities exceeded its current assets (excluding inventory
of  $112,713, for which sales must be generated in order to properly expense) by
$21,451.  These  factors  create  an  uncertainty about the Company's ability to
continue  as  a  going  concern.  The management of the Company intend to pursue
various  means of obtaining additional capital.  The financial statements do not
include  any  adjustments  that  might  be necessary if the Company is unable to
continue  as a going concern.  Continuation of the Company as a going concern is
dependent  on  the  Company  continuing  to  raise  capital, develop significant
revenue  and  ultimately  attaining  profitable  operations.


6.  PROPOSED  SALE  TO  THE  PUBLIC:
    -------------------------------

The  Company  has  proposed to file a Form SB-2 with the Securities and Exchange
Commission  so as to register the proposed sale of the Company's common stock to
the  public.  The Company proposes to sell 250,000 shares of its common stock at
$2.00  per  share.  If  the  proceeds  from  the  offering are not sufficient to
continue  the  business,  the  Company  proposes  to  borrow  funds from current
shareholders.


                                      UF-8

<PAGE>


     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
                                   DISCLOSURE
             None.


                       DELIVERY OF PROSPECTUSES BY DEALERS

     UNTIL  ---------ALL  DEALERS  EFFECTING  TRANSACTIONS  IN  THE  REGISTERED
SECURITIES, WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, , MAY BE REQUIRED
TO  DELIVER  A  PROSPECTUS.  THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO
DELIVER  A  PROSPECTUS  WHEN  ACTING  AS  UNDERWRITERS AND WITH RESPECT TO THEIR
UNSOLD  ALLOTMENTS  OR  SUBSCRIPTIONS.


                              AVAILABLE INFORMATION

Once  this  registration  statement  becomes  effective  we  will  file  annual,
quarterly  and special reports, proxy statements, and other information with the
Securities  and  Exchange  Commission  (SEC).
We  will  send reports and financial statements to security holders on an annual
basis  within  90  days  of  our  fiscal  year  end.

If  you  have  received  a  prospectus  and  would  like  a  copy  of any of the
information  the  prospectus  referred to, we will provide you with the address,
including title or department, and telephone number of the person to contact for
a  free  copy  of  the  information.


                                END OF PROSPECTUS


                 PART II- INFORMATION NOT REQUIRED IN PROSPECTUS


                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

     We  have  no  contract  or  arrangement  that  insures  or  indemnifies  a
controlling person, director or officer of the Vermont Witch Hazel Company which
affects  his  or  her  liability  in that capacity.  Our bylaws provide for such
indemnification,  subject  to  applicable  law.

If  available  at  a  reasonable  cost,  we  may purchase and maintain liability
insurance  for  our officers and directors in defense of any actions or lawsuits
in  which  they  may  be  named  by  reason  of  their positions as officers and
directors.


                  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

     Expenses  in  connection  with  the  public  offering  of securities by the
selling  shareholders  related  to  this  registration statement are as follows:

Securities  and  Exchange  commission  Filing  Fee                 $     132
Accounting  Fees  and  Expenses                                    $   5,000
Legal  Fees  and  Expenses                                         $  45,000
     *Printing  and  Engraving                                     $   3,000
*Fees  of  Transfer  Agent  and  Registrar                         $   2,000
*Blue  Sky  Fees  and  Expenses                                    $   1,500
*Miscellaneous                                                     $     500
                                                                   ---------

TOTAL                                                                $57,132
     *  Estimated


                     RECENT SALES OF UNREGISTERED SECURITIES

     From inception to July, 1998 we sold securities to persons known to us on a
private  basis pursuant to the exemption from registration found in Section 4(2)
of the Securities Act of 1933.  From July, 1998 to March, 2000, we issued shares
for  services  and  for  cash  to  accredited  and/or  sophisticated  investors,
shareholders  of  The  Vermont  Witch  Hazel  Company  and  persons known to the
management  of the Company.   All such shares were restricted and no advertising
was  involved  in connection with the sales.  The price at which the shares were
issued  ranged  from  $1.00  to  $2.63  per  share.

Between  July,  1998  and  March of 2000 we issued shares in transactions exempt
from  registration  pursuant to section 4(2) of the Securities Act of 1933.   In
July  of  1999  we issues 21,100 shares for cash of $60,000 or  $2.63 per share.
Ms.  Duffy  and  one  of  the  original  investors purchased 15,400 shares.  Two
shareholders received their shares as a gift from one of the original investors.

Between  the  months of  August, 1999 and April 2000, we issued 62,000 shares of
previously  authorized,  but  unissued,  common stock for services of $62,000 or
$1.00  per  share.   Those  services  included public relations, label design, a
marketing  plan, sales representation, marketing consultations, and consultation
for  a  public  offering.

Between September 1999 and May of 2000, 109,000 shares of previously authorized,
but unissued, shares of common stock were sold for cash of $109,000 or $1.00 per
share.  Five  investors  were accredited shareholders in The Vermont Witch Hazel
Company.   Two  new  investors  were  both  accredited.


Between the months of December 1999 and March 2000, 139,250 shares of previously
authorized,  but  unissued, common stock were issued for $139,250 of outstanding
convertible  loans  and  short  term  loans  or  $1.00  per  share.



                                    EXHIBITS

EXHIBIT  NO.   EXHIBIT  NAME

  3            Articles  of  Incorporation
  3.1          By-laws
  4.2          Specimen  common  Stock  Certificate
  5.1          Opinion  of  Lance  N.  Kerr  Law  Office
 23.1          Consent  of  Gerald  R.  Perlstein, CPA, independent auditor
 23.2          Consent  of  Lance  N.  Kerr Law Office (included in Exhibit5.1)


                                  UNDERTAKINGS.

     THE  UNDERSIGNED  REGISTRANT  HEREBY  UNDERTAKES:

To  file,  during  any  period  in  which  it  offers or sales are being made, a
post-effective  amendment  to  the  registration  statement:  (i) to include any
prospectus required under the Securities Act; (ii) reflect in the prospectus any
facts or events, which, individually or together, represent a fundamental change
in  the  information  in  the  registration  statement;  and  (iii)  include any
additional  or  changed  material  information  on  the  plan  of  distribution.
Notwithstanding  the  foregoing,  any  increase or decrease in the volume of the
securities  offered,  if  the total dollar value of securities offered would not
exceed  that which was registered, and any deviation from the low or high end of
the  estimated maximum offering range may be reflected in the form of prospectus
filed  with  the  commission  according to Rule 424(b) if, in the aggregate, the
changes  in  volume and price represent no more than a 20% change in the maximum
aggregate  offering price set forth in the Calculation of Registration Fee table
in  the  effective  registration  statement.

For  determining  liability  under  the  Securities Act, to treat each such post
effective  amendment  as a new registration statement of the securities offered,
and  the  offering  of  the  securities  at that time to be the initial bon fide
offering.

To  file  a  post-effective  amendment  to  remove  from registration any of the
securities  that  remain  unsold  at  the  end  of  the  offering.

Insofar  as indemnification for liabilities arising under the Securities Act may
be  permitted  to  directors,  officers  or  persons  controlling the registrant
pursuant  to  the  foregoing  provisions,  or otherwise, the registrant has been
advised  that, in the opinion of the commission, such indemnification is against
public  policy,  as  expressed  in  the  Securities  Act  and  is,  therefore,
unenforceable.  In  the  event  that  a  claim  for indemnification against such
liabilities,  other  than  the payment by the registrant of expenses incurred or
paid  by  a  director,  officer  or  controlling person of the registrant in the
successful  defense  of  any  action,  suit  or  proceeding, is asserted by such
director,  officer or controlling person in connection with the shares of common
stock  being  registered,  the  registrant  will,  unless  in the opinion of its
counsel  the matter has been settled by controlling precedent, submit to a court
of  appropriate  jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the  final  adjudication  of  such  issue.

 For  determining  any  liability  under  the  Securities  Act,  to  treat  the
information  omitted  from  the  form  of  prospectus  filed  as  part  of  this
registration  statement  in reliance upon Rule 403A and contained in the form of
prospectus  filed by the registrant according to Rule 424(b)(1) or (4) or 497(h)
under  the  Securities Act as part of this registration statement as of the time
the  commission  declared  it  effective.


II-2


                                     SIGNATURES

In  accordance  with  the  requirements  of the  Securities  Act  of  1933,  the
registrant  certifies that it has  reasonable  grounds to believe  that it meets
all  of  the  requirements  for  filing  on  Form  SB-2  and  authorized  this
registration statement  to be  signed  on  its  behalf  by  the  undersigned, in
the City of Los Angeles,  State of California,  on the 18th day of January, 2001


     /S/  Deborah  Duffy,  President
      THE  VERMONT  WITCH  HAZEL  CO.


     In  accordance  with  the  requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on  the  date  stated.

January  18,  2001


/s  DEBORAH  DUFFY,  President,  Director  and  Chief  Financial  Officer

/s/  RACHEL  BRAUN,  Secretary,  Director

/s/  PETER  C.  CULLEN,  Director


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