SC 13E1/A

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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                         ISSUER TENDER OFFER STATEMENT

                      (PURSUANT TO SECTION 13(e)(1) OF THE
                        SECURITIES EXCHANGE ACT OF 1934)
                               (AMENDMENT NO. 2)

                            Crown Laboratories, Inc.
                                (Name of Issuer)

                            Crown Laboratories, Inc.
                      (Name of Person(s) Filing Statement)

                    Warrants Expiring between 1996 and 1997
                         (Title of Class of Securities)

                                      None
                     (CUSIP Number of Class of Securities)

                             Ronald P. Givner, Esq.
                     Jeffer, Mangels, Butler & Marmaro LLP
                            2121 Avenue of the Stars
                         Los Angeles, California 90067
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
          Communications on Behalf of the Person(s) Filing Statement)

                                February 15, 1996
     (Date Tender Offer First Published, Sent or Given to Security Holders)

Calculation of Filing Fee

- --------------------------------------------------------------------------------
     Transaction Valuation                            Amount of Filing Fee
         $2,582,235.20*                                     $516.45
                                                       (previously paid)
- --------------------------------------------------------------------------------

         / / Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.

- ------------
*The Warrants are being modified to allow for the exercise of $1.375 per share
of Common Stock. Pursuant to Rule 457(g), the filing fee is based on the market
price for the Common stock ($1.75) as determined by Rule 457(c) and 0-11(4),
times 1,475,563 Warrants.
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Amount Previously Paid:
Form or Registration No.:
Filing Party:
Date Filed:

ITEM 9.  MATERIAL TO BE FILED AS EXHIBITS.

   (1)(a)    The Offer and related Letter of Transmittal.*

   (2)(a)    Cover letter dated February 15, 1996.*

   (3)(a)    Notice of Extension of the Offer dated March 11, 1996

      (b)        Not applicable.

      (c)        Not applicable.

      (d)        Not applicable.

      (e)        Not applicable.

      (f)        Not applicable.

      (g)        Press release dated February 29, 1996.  *

      (h)        Press release dated March 12, 1996.

- ---------------------------
*    Previously filed.

                                   SIGNATURE

         After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.


Dated:  March 12, 1996                              CROWN LABORATORIES, INC.


                                                    /s/ Scott Hilley
                                                    ----------------------------
                                                    Scott Hilley,
                                                    Chief Financial Officer

EX-3.(A)

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                                                                    EXHIBIT 3(a)

                                                                  March 12, 1996



                            CROWN LABORATORIES, INC.

                 EXTENSION OF EXPIRATION DATE TO MARCH 28, 1996
                       FOR OFFER TO WARRANT HOLDERS DATED
                               FEBRUARY 15, 1996

         On February 15, 1996, Crown Laboratories, Inc. offered to holders of
its Warrants to lower the exercise price of the Warrants each holder owns of
record from $3.00 per share of Common Stock to $1.375 per share of Common Stock
provided that at least 60% of the Warrants held by a recordholder are exercised
and, if at least 60% of such Warrants are exercised, the Company will extend the
terms of the remaining Warrants held by each such holder for one year (the
"Offer"). Crown Laboratories, Inc. hereby extends the expiration date of the
Offer until March 28, 1996. To accept this Offer the Warrants must be tendered
and exercised on or prior to 5:00 p.m. Eastern Standard Time on March 28, 1996,
unless such date is extended by the Company in its sole discretion.

         Each record holder of Warrants must either accept the Offer and
exercise at least 60% of his Warrants at $1.375 per share and have the
expiration date of the balance, if any, of his Warrants extended for one year at
an exercise price of $3.00 per share or retain his current Warrants on their
current terms. A holder of the Warrants may tender and exercise at $1.375 per
share over 60% of the Warrants held by him for tender and exercise pursuant to
the Offer.

         Except for the extension of the expiration date, all other terms and
conditions of the Offer remain in full force and effect and the previously
provided Letter of Transmittal should be used to tender and exercise Warrants.

         As of March 11, 1996, 25,000 Warrants had been tendered for exercise.

EX-3.(H)

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                                                                  EXHIBIT 3.(h)


                            CROWN LABORATORIES, INC.
                                 PRESS RELEASE

        CROWN LABORATORIES, INC. (AMEX: CLL.EC) ANNOUNCED TODAY THAT IT HAS
EXTENDED UNTIL MARCH 28, 1996 ITS OFFER TO ITS HOLDERS OF ITS PRIVATELY
PLACED  WARRANTS TO EXERCISE  THE WARRANTS AT $1 3/8 PER SHARE INSTEAD OF $3.00
PER SHARE IF EACH HOLDER EXERCISES AT LEAST 60% OF SUCH WARRANTS BY SUCH DATE.
IF AT LEAST 60% OF A HOLDER'S WARRANTS ARE EXERCISED, THE EXPIRATION DATE OF
HIS REMAINING WARRANTS WILL BE EXTENDED ONE YEAR. CROWN LABORATORIES, INC.
CANNOT PREDICT WHICH, IF ANY, OF ITS 1,475,563 PRIVATELY PLACED WARRANTS MAY BE
EXERCISED. AS OF MARCH 11, 1996, 25,000 WARRANTS HAD BEEN TENDERED FOR
EXERCISE.

         THE WARRANTS WERE ISSUED IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED OR SOLD IN
ABSENCE OF AN APPLICABLE REGISTRATION STATEMENT OR AN EXEMPTION FROM
REGISTRATION. THE SHARES UNDERLYING THE WARRANTS HAVE BEEN REGISTERED FOR RESALE
BY HOLDERS OF THE WARRANTS.