UNITES STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For Quarter Ended: May 31, 1997

Commission File Number: 33-3424 NY

     	           ALLURE COSMETICS, LTD.				____
(Exact name of registrant as specified in its charter)

           Delaware			               22-2473081	____
(State or other jurisdiction			(I.R.S. Employer
of incorporation or organization)		Identification No.)

   31-51 Steinway Street, L.I.C. New York	     11103	____
(Address of principal executive Offices)	   (Zip Code)

Registrant's telephone number,
including area code          (718) 545-0507				____

                            None						____
(Former name, former address, and former fiscal year, if changed
since last report.)

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by section 13 or 15 (d) of the
Securities Exchange Act 1934 during the preceding 12 months (or
for such shorter periods that the registrant was required to
file such reports) and (2) has been subjected to such filing
requirements for the past 90 days.

Yes   X	 					No

Indicate the number of shares outstanding of each of the
issuer's classes of common stock as of the latest practical
date.

Common Stock, $.001 Par Value 13,775,000 shares as of May 31,
1997.


INDEX
ALLURE COSMETICS, LTD.


PART I	FINANCIAL INFORMATION

Item 1.	Financial Statement (Unaudited)

Balance Sheets-August 31, 1996 and May 31, 1997.

Statements of Changes In Financial Position-Nine months
ended May 31, 1996 and 1997.

Statements of Income-Three months and Nine months
ended May 31, 1996 and 1997.

	Notes To Financial Statements-May 31, 1997.

Item 2.	Management's Discussion and Analysis of Financial
Condition and Results of operations.

Item 3.	Quantitative and Qualitative Disclosures About
      	Market Risk.


Part II 	OTHER INFORMATION

Item 1. 	Legal Proceedings.

Item 2. 	Changes in Securities and Use of Proceeds.

Item 3.	Defaults Upon Senior Securities.

Item 4.	Submission of Matters to a Vote of Security Holders.

Item 5. 	Other Information

Item 6. 	Exhibits and Reports on Form 8-K (? 249.308 of this
          Chapter).








PART I


FINANCIAL INFORMATION





Item 1. Financial Statements.





































  ALLURE COSMETICS, LTD.
COMPARATIVE BALANCE SHEETS
          ASSETS


				  	  At                    At
   				      AUGUST 31,1996        MAY 31, 1997
		                  (UNAUDITED)          (UNAUDITED)

CURRENT ASSETS:
      CASH                      $   _0               $   _0

      TOTAL CURRENT ASSETS	      _0		            _0

PROPERTY PLANT AND EQUIPMENT:
   AUTOMOTIVE EQUIPTMENT		  _____0		        _____0
                                     0      		        0
   LESS ALLOWANCE FOR
   DEPRECIATION          	  _____0	     	   _____0
   NET PROPERTY PLANT AND
   EQUIPTMENT		             ____0		         ____0

OTHER ASSETS:
   INVESTMENT-GATTINI CORP.        700		           700
     TOTAL OTHER ASSETS		     700	     	      700
					          700	                700
						  ======		        ======

See notes to financial statements.
The balance sheet at August 31, 1996 has been derived from the
unaudited financial statements at that date.
















     ALLURE COSMETICS, LTD.
   COMPARATIVE BALANCE SHEET
LIABILITIES AND STOCKHOLDERS' EQUITY


					        AT		        AT
				       AUGUST 31,1996       MAY 31,1997
				         (UNAUDITED)        (UNAUDITED)

CURRENT LIABILITIES
   ACCOUNTS PAYABLE		        $ 72,565         $ 83,365
   ACCRUED LIABILITIES	          18,417           18,417
TAXES OTHER THAN INCOME TAX	     21,162           21,162

	TOTAL CURRENT LIABILITIES    112,144          122,944

	TOTAL LIABILITIES		   $112,144         $122,944

STOCKHOLDERS EQUITY (DEFICIT)
   COMMON STOCK, $.001 PAR VALUE
   20,000,000 SHARES AUTHORIZED;
   13,775,000 SHARES ISSUED AND
   OUTSTANDING.			     13,775           13,775

   ADDITIONAL PAID IN CAPITAL   1,997,704        1,997,704
   ACCUMULATED DEFICIT         (2,122,923)      (2,133,723)

   TOTAL STOCKHOLDERS' EQUITY    (111,444)        (122,244)
						        700              700
					      ===========      ===========

See notes to financial statements.

The balance sheet at August 31,1996 has been derived from the
unaudited financial statements at that date.













ALLURE COSMETICS, LTD.
 STATEMENT OF INCOME

                                     THREE MONTHS ENDED        NINE MONTH ENDED
                                           MAY 31,                 MAY 31,
                                       1996       1997         1996       1997
                     (UNAUDITED)(UNAUDITED)   (UNAUDITED)(UNAUDITED)

NET SALES
 CUSTOMERS                             $   0      $   0        $   0      $   0
 MAKE-UP CENTER OF 55th ST. LTD.           0          0            0          0
                                  0          0            0          0
COST OF SALES
 CUSTOMERS                                 0          0            0          0
 MAKE-UP CENTER OF 55th ST. LTD.           0          0            0          0
                                           0          0            0          0
                         _____      _____       ______     ______
GROSS PROFIT                               0          0            0          0

OPERATING EXPENSES
   SELLING                                 0          0            0          0
   ADMINISTRATIVE                      4,050      3,600       12,150     10,800

    TOTAL OPERATING EXPENSES           4,050      3,600       12,150     10,800

OPERATING PROFIT (LOSS)               (4,050)    (3,600)     (12,150)   (10,800)

OTHER INCOME (EXPENSE)
    INTEREST INCOME                        0          0            0          0
    INTEREST EXPENSE                       0          0            0          0

TOTAL OTHER INCOME (EXPENSE)               0          0            0          0

NET INCOME (LOSS)                  ($4,050)   ($3,600)    ($12,150)  ($10,800)
                               ==========  =========   ========== ==========
NET INCOME (LOSS) PER SHARE        ($0.0003)   ($.0003)    ($0.0009)  ($0.0008)
                               ========== ==========   ========== ==========
WEIGHED AVERAGE NUMBER OF
    SHARES OUTSTANDING           13,775,000 13,775,000   13,775,000 13,775,000
                               ========== ==========   ========== ==========

See notes to financial statement.
















      ALLURE COSMETICS, LTD.
STATEMENT OF CHANGES IN FINANCIAL POSITION


                                            NINE MONTHS ENDED
                                                 MAY 31,
      1996       1997
                                         (UNAUDITED)(UNAUDITED)

WORKING CAPITAL PROVIDED FROM:
    NET INCOME (LOSS)                    ($12,150)   ($10,800)
    ITEMS'NOT REQUIRING THE USE OF
       WORKING CAPITAL:
       DEPRECIATION AND AMORTIZATION      _     0_    _     0_

TOTAL WORKING CAPITAL PROVIDED            (12,150)    (10,800)

INCREASE (DECREASE) IN WORKING CAPITAL   ($12,150)   ($10,800)
                                         =========   =========

CHANGES IN WORKING CAPITAL ITEMS:
   INCREASE (DECREASE) IN CURRENT ASSETS:
       CASH                                   ($0)        ($0)

                                               (0)         (0)
(INCREASE) DECREASE IN
CURRENT LIABILITIES:
       ACCOUNTS PAYABLE                   (12,150)    (10,800)
       PAYABLE TO OFFICER P GATTINI        (1,050)          0_
                                          (12,150)    (10,800)

INCREASE (DECREASE) IN WORKING CAPITAL   ($12,150)   ($10,800)
                                         =========   =========

See notes to financial statement.













ALLURE COSMETICS, LTD.

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

MAY 31, 1997

NOTE A--BASIS OF PRESENTATION

The accompanying unaudited financial statements have been
prepared in accordance with generally accepted accounting
principles for interim financial information and with the
instructions to Form 10-Q and Rule 10-01 of Regulation S-X.
Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management,
all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included.
Operating results for the nine months ended May 31, 1997 are not
necessarily indicative of the results that may be expected for
the year ended August 31, 1997. For further information, refer
to the financial statements and footnotes included in the
Company's annual report on Form 10-K for the year ended August
31, 1996.























Item 2. Management's Discussion and Analysis of Financial
        Conditions and Results of Operations.

Currently Allure Cosmetics, Ltd. is not doing any business and
it is the intention of management to try to reorganize, while
the Company has no specific plans at this time, it is the
intention of management to explore the possibility of
reorganization without the use of the protection afforded under
bankruptcy laws, however it does not rule out the possibility
should it choose to do so.

The Company had zero sales in the third quarter of fiscal 1996
the same as the same quarter of fiscal 1995.

The ratio of current assets to current liabilities was 0.00 at
the end of the third quarter of fiscal 1996 as compared to 0.00
the same period of 1995.

The Company had a working capital deficit of $122,944 at May 31,
1997 as compared to a working capital deficit of $113,486 at May
31, 1996; the working capital deficit is mainly attributed to
the operating losses.

Item 3.	Quantitative and Qualitative Disclosures About
      	Market Risk.

None.

Forward-Looking Statements.

The statements contained in this report on Form 10-Q that are
not historical fact are forward-looking statements as that term
is defined in the Private Securities Litigation Reform Act of
1995. Such forward-looking statements are subject to risks and
uncertainties, which could cause actual results to differ
materially from those anticipated.  Such risks and uncertainties
include, but are not limited to, continued compliance with
government regulations, customer demand, management of growth,
intensity of competition from other cosmetic product vendors,
timing and acceptance of new product introductions, general
economic conditions and regulatory changes.  As well as other
relevant risks detailed in the Company's filings with the
Securities Exchange Commission, including its Annual Report on
Form 10-K for the period ended August 31, 1996, and the
information set forth herein should be read in light of such
risks.


PART II

Item 1. Legal Proceedings

None.

Item 2. Changes in Securities.

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Security Holders

None.

Item 5. Other Information

None.

Item 6. Exhibits and Reports on Form 8-K (? 249.308 of this
	   chapter
None.





















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 thereunto duly authorized.


		            ALLURE COSMETICS, LTD.
  (Registrant)

Date: December 18, 2001	By: /S/Pietro Gattini
                             Pietro Gattini, President and
                             Chief Executive Officer