SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 21, 1996
Cosmetic Sciences, Inc.
_________________________________________________________
(Exact name of Registrant as specified in its charter)
New York
_________________________________________________________
(State or other jurisdiction of incorporation)
0-9836 22-2210547
_________________________ ________________________________
(Commission File Number) (IRS Employer Identification No.)
One Old Country Road, Suite 335, Carle Place, NY 11514
_____________________________________________________________
(Address of principal executive offices) (Zip Code)
175 Fulton Street, Hempstead, New York 11550
____________________________________________________________
(Former address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (516) 248-2273
__________________________________________________________________
<PAGE>
Item 1. Changes in Control of Registrant.
On August 21, 1996, Arbor Home Healthcare Holding, LLC
("Arbor") exercised the first half of its option to purchase up to
13,000,000 shares of common stock in Cosmetic Sciences, Inc. (the
"Company").
Arbor exercised its option to purchase 6,500,000 shares for an
exercise price of $.10 per share by depositing into escrow
$650,000, which funds are to be released to the Company upon the
approval of an amendment to the Company's Certificate of
Incorporation providing sufficient authorized and unissued common
stock to issue the number of shares subject to the option. This
approval is expected to occur at the Company's upcoming Annual
Meeting, tentatively scheduled for September 25, 1996. The release
of the funds is further subject to the requirement that certain
representations and warranties made by the Company are true at the
time of such intended release.
The balance of Arbor's option, entitling it to purchase an
additional 6,500,000 shares at $.10 per share must be exercised, if
at all, by November 1, 1996.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
COSMETIC SCIENCES, INC.
By: /s/ Joseph Heller
______________________
Joseph Heller,
Vice President
Dated: August 30, 1996
