CURTIS HELENE INDUSTRIES INC /DE/
8-K, 1996-01-26
PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS
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                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                            ________________________

                                    FORM 8-K
                       PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934
                            ________________________

                                January 24, 1996
                       (Date of earliest event reported)

                         HELENE CURTIS INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)


<TABLE>
 <S>                                <C>                                <C>
 DELAWARE                           1-8797                             36-3398349
 (State or other jurisdiction       (Commission File                   (IRS Employer
 of incorporation)                  Number)                            Identification No.)
</TABLE>



                                       .
                              325 N. WELLS STREET
                            CHICAGO, ILLINOIS 60610
                    (Address of Principal Executive Offices)

                                 (312) 661-0222
              (Registrant's telephone number, including area code)
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               INFORMATION REQUIRED TO BE INCLUDED IN THE REPORT


Item 5           OTHER EVENTS

                 Helene Curtis Industries, Inc. (the "Company") issued a
                 press release on January 24, 1996.  The text of the press
                 release is     included as Exhibit 99 to this report.

Item 7           EXHIBITS

                 The Exhibit accompanying this report is listed on the
                 accompanying Exhibit Index.
                 
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                                   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 on this 26th day of January, 1996.



                                               HELENE CURTIS INDUSTRIES, INC.


                                               By: /s/  Lawrence A. Gyenes
                                               ---------------------------
                                                        Lawrence A. Gyenes
                                                        Vice President and 
                                                        Chief Financial Officer
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                INDEX TO EXHIBITS TO CURRENT REPORT ON FORM 8-K


EXHIBIT  DESCRIPTION OF EXHIBIT
- -------  ----------------------

99               Press Release dated January 24, 1996, by Helene Curtis
Industries, Inc.

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                                   EXHIBIT 99
                                   ----------


FOR IMMEDIATE RELEASE                      Contact:         Pete Wentz
                                                            Helene Curtis, Inc.
                                                            (312) 661-2224

CHICAGO, January 24, 1996 -- Helene Curtis Industries, Inc. (NYSE-HC) announced
today that the company is in contact with one or more parties who have
expressed an interest in a possible business combination.  As previously
disclosed, the company's Board of Directors will be considering a proposal made
in a letter from Shamrock Holdings of California Inc., that the Board "sunset"
certain voting provisions in the company's corporate charter and/or sell the
company.

Since the receipt of that letter, the company has had no further communication
with Shamrock Holdings and the Board has not met to consider the proposal.
There can be no assurance that any transaction involving the company will occur
or that the Board will act to "sunset" the voting provision.

Helene Curtis Industries, Inc. is one of the nation's major producers of
brand-name personal care products.  The company markets its products to
consumers through supermarkets, mass merchandisers and drug stores, and to
beauty salons through distributors.  Helene Curtis products are sold in more
than 100 countries.


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