SecProbe.io

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July 18, 2005

Leslie Overton
Patricia Armalin
Nathan Chaney
Division of Cooperative Finance
US Securities and Exchange Commission
450 Fifth Street
Washington, DC 20549

Dear Leslie, Patricia and Nathan:

  1. Thank you very for your patience in working with us to
     resolve our conundrum.   As you had graciously advised us, we
     would like to proceed with our estimate method of accounting of
     advertisement expense in our interim reports to the next level at
     the Commission.  Thank you for arranging our appointment to
     present our position to Carol Stacey this afternoon.  We are
     faxing this to you so that perhaps you can have the Chattem 10Q
     presented to Carol Stacey before our conversation.  We will EDGAR
     this response today.

     We EDGARed our 10Q on Thursday, July 14, 2005 and the news
     release attached was released Friday, July 15, 2005.

     We are also enclosing for your review, an extract (page 11,
     section 7) from the 10Q filed by Chattem, Inc (CHTT) for the
     quarter ended February 28, 2005.  Their accounting method of
     reporting advertising expense is also based on assumptions
     by each dollar of sales.  They accrue the actual expense at
     the end of the year.

  2. We decided to file an 8K to acknowledge that the Company had
     entered into a contingent agreement with a member of the New York
     Stock Exchange to help enhance shareholder value.  Both the
     member firm and their counsel advised that the agreement was not
     a materially definitive agreement that had to be filed under form
     8K.  We had previously entered into a similar agreement with PNC
     Bank.  When that agreement expired, we entered into a similar
     agreement with Navigant Consulting.  We did not file either
     agreement.  The compensation set forth in all of the agreements
     was contingent upon the consummation of a successful transaction.
     There were no retainer costs paid by the Company.  The member
     firm requested that their name not be disclosed to the general
     public.

     During the recent discussions with regard to the compliance
     with the Sarbanes Oxley Act, and the expenses a company
     incurs as a result of the Act, we have frequently been asked
     as to whether we would consider the possibility of being

<PAGE>

     acquired and going private.   We have always responded that
     the Company will do whatever it could to enhance
     shareholders' value by being acquired, buying a trademark or
     merging with another Company.  To make the industry aware
     that we were meeting our responsibilities to our
     shareholders by engaging a member of the stock exchange to
     use its best efforts to help enhance shareholders' value, we
     decided to make a formal statement about our efforts by
     filing an 8K to disclose the Company's diligence on behalf
     of its shareholders.  From legal point of view, we do not
     believe that the agreement was "material," but nevertheless
     felt that the relationship with the member firm should be
     disclosed and chose Section 8 to make the disclosure.

     We will be EDGARing the attached New York Stock Exchange
     member firm's agreement as an exhibit to this response.

Very truly yours,

Ira W. Berman
Chairman of the Board of Directors

Very truly yours,

John Bingman
Chief Financial Officer

/js
Attachments

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EXHIBIT A

Page 11 of 48
   (1) Because their effects are anti-dilutive, excludes shares issuable
   under stock option plans and restricted stock issuance whose grant
   price was greater than the average market price of common shares
   outstanding as follows: 0 and 62 shares for the three months ended
   February 28, 2005 and February 29, 2004, respectively.

7.  ADVERTISING EXPENSES

	We incur significant. expenditures on television, radio and print
advertising to support our nationally branded over-the-counter ("OTC")
health care products and toiletries. Customers purchase products from us
with the understanding that the brands will be supported by our extensive
media advertising. This advertising supports the retailers'sales effort
and maintains the important brand franchise with the consuming public.
Accordingly, we consider our advertising program to be clearly implicit in
our sales arrangements with our customers. Therefore, we believe it is
appropriate to allocate a percentage of the necessary supporting
advertising expenses to each dollar of sales by charging a percentage of
sales on an interim basis based upon anticipated annual sales and
advertising expenditures (in accordance with Accounting Principles Board
Opinion No. 28, "Interim Financial. Reporting") and adjusting that accrual
to the actual expenses incurred at the end of the year.

8.  SHIPPING AND HANDLING

	Shipping and handling costs of $1,857 and $1,434 are included in
selling expenses for the three months ended February 28, 2005 and February
29, 2004, respectively.

9.  PATENT, TRADEMARKS AND OTHER PURCHASED PRODUCT RIGHTS

	The carrying value of trademarks, which are not subject to
amortization under the provisions of 'SFAS No. 142, "Goodwill and Other
Intangible Assets" ("SFAS 142"), was $221,654 and $224,797 as of February
28, 2005 and November 30, 2004, respectively. The gross carrying amount of
intangible assets subject to amortization at February 28, 2005 and November
30, 2004, which consist primarily of non-compete agreements, was $2,139 and
$2,400, respectively. The related accumulated amortization of intangible
assets at February 28, 2005 and November 30, 2004 was $1,557 and $1,637,
respectively. Amortization of our intangible assets subject to amortization
under the provisions of SFAS 142 for the three months ended February 28,
2005 and February 29, 2004 was $73 and $77, respectively. Estimated annual
amortization expense for these assets for the years ended November 30,
2006, 2007, 2008, 2009 and 2010 is $290, $123, $40, $20 and $0
respectively.

                               9

	On February 28, 2005, we entered into an agreement to sell the
trademark and product rights of our SELSUN business in certain countries om
Africa and Asia. As a result of the sale, $3,143 of indefinite-lived assets
and $108 of intangible assets subject to amortization were retired, which
resulted in an insignficant loss.

10.  INVENTORIES
<PAGE>

EXHIBIT B

Company Contact:
Ira W. Berman
Chairman

800 524-2720
                                      FOR IMMEDIATE RELEASE

 CCA INDUSTRIES, INC. ANNOUNCES SECOND QUARTER RESULTS

	East Rutherford, NJ, July 15, 2005: CCA Industries, Inc. (AMEX - CAW)
announced today that second quarter revenues were $18,616,053, net profits
after taxes were $1,750,653, and earnings per share fully diluted were $0.24
compared to revenues of $18,339,247 and net profits after taxes of $2,798,203,
and earnings per share fully diluted were $0.36 for the prior year's second
quarter.

	"Because of the intense competition from major competitors in some of
our categories, we have increased our advertising budget by $1 million of which
$500,000 was accrued as an expense in the second quarter. All of this
advertising however, will run in the third and fourth quarters. General and
administrative expenses increased which included among other inflationary
increases, our increased freight expense. To be conservative, we have increased
our reserve against possible returns to avoid any possible subsequent
adjustments because of the current uncertainty in the industry," stated David
Edell, chief executive officer.

	For the six month period ended May 31, 2005 revenues were $33,430,241,
net income after taxes was $2,695,485, earnings per share fully diluted
were $0.37 compared to revenues of $31,426,735, net income after taxes of
$3,634,345, earnings per share fully diluted of $0.47 for the prior six month
period.

	"As we advised in our previous press release, the board of directors is
exploring possible strategic alternatives to enhance shareholder value.
Although we are giving this matter our utmost attention, there can be no
assurance that a transaction will occur, or if undertaken, the terms and timing
thereof," stated David Edell. "We are pleased with the inclusion of our Company
in the New Russell Micro Cap Index which debuted on July 1, 2005."

	The Company is in discussions with the SEC regarding the best way to
report its advertising expense during the interim periods. While the outcome
will have no effect at all on the Company's year end financial statements which
have always been in accordance with GAAP, it expensed all of the advertising
costs expended during a fiscal year in the year they were incurred; the
financial results of the individual quarters within each year will be affected.

<PAGE>
	APB 28 Interim Financial Reporting states "Advertising costs may be
deferred within a fiscal year if the benefits of expenditure made clearly
extend beyond the interim period in which the expenditure is made."

	This requires an estimate to be made by the Company as to how much
benefit of incurred advertising will be realized in subsequent quarters. As
stated in the previously filed 10Q's over the past years, the Company has
consistently reported its advertising expense according to its interpretation
of APB 28 Interim Financial Reporting by expensing its annualized budgeted
advertising expense equally over the four quarters. The Company
feels that its budgeted advertising expense for any year affects its sales
for the entire year regardless of when the advertisement actually runs. The
strategy adopted by the Company to get the most value for its advertising
dollars is to saturate the market during the first two quarters of each fiscal
year so that an impression can be made on the consumer. The benefit of that
advertising is then reflected in the brand recognition achieved, which
carries over into the last two quarters of the year. By the beginning of the
next fiscal year the Company believes it must, once again, saturate the
market to rekindle the interest in its products.

	"We do not believe that the advertising spent in a particular quarter
relates solely to the sales in that quarter, especially since the
advertising might generate sales at the retailer it doesn't affect the
Company until the retailer reorders to replace the sold inventory. Depending
on the retailer this could be weeks, months, or quarters later," stated
David Edell.

	The SEC interpretations of APB 28 is that there is no clear benefit to
the advertising dollars spent in the subsequent quarters and therefore, they
have suggested that the Company expense its advertising during its interim
periods as the costs are incurred.  The company's position is that because it
expends approximately 75% of its media budget in the first half of the fiscal
year, its method of consolidating and saturating its product advertising is
such that it will not have to advertise heavily in the second half of the year.
Therefore, under its current presentation, it spreads out its advertising
expense equally over each quarter as it believes sales results in the second
half are a direct result and clear benefit of its heavy advertising in the
first half.

	No matter which accounting methods is used to expense advertising, the
year end results will be exactly the same as all advertising expenses will have
been expended by year end.

	The SEC suggestions would have the result of substantially reducing
earnings in the first half, but substantially increasing earnings in the
second half, especially in the fourth quarter when the Company usually does
not advertise to any extent.

	Had the Company reported its advertising expense according to the SEC's
suggestion in the current and previous two years the Pro-forma Net income and
diluted EPS would have been as follows:
<PAGE>

Fiscal            First     Second     Third      Fourth    Year
Year             Quarter   Quarter    Quarter    Quarter     End
                  (000)      (000)     (000)      (000)     (000)
2005                                 -Pro-Forma
Revenues        $14,814     $18,616
Advertising     $ 5,323     $ 4,285
NI             ($   435)    $ 1,337
EPS               ($.06)      $ .18

2004                                 -Pro-Forma
Revenues        $13,087     $18,339   $16,696    $13,395   $61,518
Advertising     $ 6,547     $ 4,633   $   551    $ 1,387   $13,119
NI             ($ 1,462)    $ 1,902   $ 3,584    $ 1,772   $ 5,797
EPS              ($ .20)      $ .25     $ .47      $ .24     $ .75

2003                                  -Pro-Forma
Revenues        $12,515     $17,611   $12,853    $11,758   $54,737
Advertising     $ 4,036     $ 3,893   $ 1,085    $ 1,314   $10,329
NI             ($   218)    $ 1,897   $ 2,052    $ 1,521   $ 5,252
EPS              ($ .03)      $ .25     $ .28      $ .20     $ .68

     This reporting change would have had no effect on the year end financials
whatsoever. It simply would have skewed the quarterly earnings to reflect
significantly less earnings in the first two quarters when we typically spend
the bulk of our advertising dollars and significantly more income in the third
and fourth quarters when we reap the rewards of our advertising but
significantly reduce our current spending.

For comparison purposes, the historical numbers we did report are shown below:

2005
Revenues        $14,814     $18,616
Advertising     $ 3,098     $ 3,655
NI              $   945     $ 1,751
EPS               $ .13       $ .24

2004
Revenues        $13,087     $18,339   $16,696    $13,395   $61,518
Advertising     $ 2,824     $ 3,064   $ 3,932    $ 3,299   $13,119
NI              $   836     $ 2,798   $ 1,457    $   705   $ 5,797
EPS                $.11        $.36      $.19       $.09      $.75

2003
Revenues        $12,515     $17,611   $12,853    $11,758   $54,737
Advertising     $ 2,723     $ 2,634   $ 2,405    $ 2,568   $10,329
NI              $   574     $ 2,584   $ 1,287    $   807   $ 5,252
EPS               $ .08       $ .34     S .17      $ .11     $ .68

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     As shown the year end numbers are exactly the same, the change simply
reallocates when our advertising dollars are expensed.

     If our final discussion with the SEC causes us to change our method of
estimating the benefits derived from our advertising dollars, we will restate
the current quarter to reflect the change in estimate and will utilize the
new method in all future filings. The effect of the restatement on the 2nd
quarter 2005 financials will be to decrease the earnings from $1,751,000,
$.24 EPS, to ($122,000), ($.02) EPS. This is due to the fact that since this
is a "change in an estimate", accounting guidelines require us to account for
the entire effect in the most recent quarter rather than restate each of the
prior quarters. Therefore, the entire effect of the current quarter's deferral
is reflected in the second quarter earnings as opposed to being reflected in
both the first and second quarters as shown in the pro forma table above. As
stated above, although the change makes our 2nd quarter earnings look
significantly lower, its affects will be reversed in the third and fourth
quarters when very little advertising is budgeted to be expended.

     CCA Industries, Inc. manufactures and markets health and beauty aids,
each under its individual brand name. The products include, principally,
"Plus+White" toothpastes and teeth whiteners, "Sudden Change" anti-aging skin
care products and "Scar Zone," "Nutra Nail" nail growth treatments, "Mega"
Green Tea diet aids, "Hair Off" hair removal and depilatories, "Bikini Zone"
medicated creme and gel for the bikini area, "Solar Sense" sun protection
products, "Cherry Vanilla" Perfume and the Denise Austin "Skin Fit for Life"
green tea anti-oxidant skin care line.

Statements contained in the news release that are not historical facts