Edgar Filing: CCA INDUSTRIES INC

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant /X/
Filed by a party other than the Registrant / /

Check the appropriate box:
/ / Preliminary Proxy Statement
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14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-12

CCA INDUSTRIES, INC.
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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CCA INDUSTRIES, INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
JUNE 21, 2006

TO THE SHAREHOLDERS:

NOTICE IS HEREBY GIVEN that the Annual Meeting of the Shareholders of
CCA INDUSTRIES, INC., a Delaware corporation (hereinafter, the "Company") will
be held on June 21, 2006 , at 2 pm, in the boardroom of the American Stock
Exchange, 86 Trinity Place, New York, NY, for the following purposes:

MANAGEMENT PROPOSALS

1. To elect directors to serve on the Board of Directors for the
ensuing year.

2. To approve management's appointment of KGS LLP, ("KGS") as the
Company's independent certified public accountants for the
fiscal year ending November 30, 2006.

Such other business, if any, as may properly come before the meeting or
any adjournment thereof, shall also be considered.

The identified proposals are more fully described, and related
information is presented, in the Proxy Statement accompanying this Notice.

Only shareholders of record at the close of business on May 15, 2006 are
entitled to notice of the meeting, and to vote at the meeting and at any
continuation or adjournment thereof.

BY ORDER OF THE BOARD OF DIRECTORS

Ira W. Berman
Chairman of the Board

East Rutherford NJ
May 15, 2006

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WHETHER OR NOT YOU PLAN TO ATTEND THIS MEETING, YOU ARE URGED TO
COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY CARD. NO POSTAGE NEED BE AFFIXED IF
MAILED IN THE UNITED STATES AND IN THE ENVELOPE PROVIDED THEREFOR.
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CCA INDUSTRIES, INC.
EAST RUTHERFORD, NEW JERSEY 07073
WWW.CCAINDUSTRIES.COM

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PROXY STATEMENT

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The enclosed proxy is solicited on behalf of the Board of Directors of
CCA INDUSTRIES, INC., a Delaware corporation (hereinafter, the "Company"), for
use at its Annual Meeting of Shareholders to be held on June 21, 2006 at 2 pm,
in the boardroom of the American Stock Exchange, 86 Trinity Place, New York, NY.
Shareholders of record on May 15, 2006 will be entitled to vote.

The Company intends to mail this Proxy Statement and the Company's
Annual Report for the 2005 fiscal year, on or about May 18, 2006.

I. GENERAL

A. VOTING

The Company, as provided in and by its Certificate of Incorporation, has
two authorized classes of common stock, denominated Common Stock and Class A
Common Stock, and one authorized class of preferred stock, denominated Preferred
Stock.

On April 5, 2006, there were 6,053,643 shares of Common Stock and
967,702 shares of Class A Common Stock outstanding.

At the date of this statement, no Preferred Stock is issued, and the
Board has no pending negotiation or plan concerning any expected issuance of
Preferred Stock.

Owners of Common Stock and owners of Class A Common Stock are entitled
to one vote for each share of stock held, and the voting and other rights of
each class are equivalent except in respect to the election of directors.

In respect to the election of directors, the Class A Common Stock
shareholders have the right to elect four directors and the Common Stock
shareholders have the right to elect three.

A quorum, counting proxies and shares represented in person, is
necessary to the voting upon proposals proposed by Management, and other
business that may properly come before the Annual Meeting. Fifty percent (50%)
of all outstanding shares constitutes a quorum for all purposes of the annual
meeting. In respect thereof, fifty percent (50%) of the outstanding shares of
Common Stock is a quorum for the election of directors to be elected by the
holders of Common Stock, and Fifty percent (50%) of the outstanding shares of
Class A Common Stock is a quorum for the election of directors to be elected by
holders of Class A Common Stock.

Nonvoting of shares (whether by abstention, broker non-vote or
otherwise), other than the potential effect of denying a quorum, has no impact
on voting.

B. SHARE OWNERSHIP OF DIRECTORS, OFFICERS AND 5% OWNERS

The following table sets forth certain information regarding the
ownership of the Company's Common Stock and Class A Common Stock as of April 5,
2006 by (i) all those known by the company to be owners of as much as five (5%)
percent of the outstanding shares of Common Stock and/or Class A Common Stock,
(ii) Each Officer and Director, and (iii) Officers and Directors as a group.
Moreover, it presents individual ownership of "Option Shares," and the aggregate
Option Shares ownership of Officers and Directors (with Option Shares
representing the number of shares purchasable upon exercise of options
exercisable within 60 days). Unless otherwise indicated, each of the
shareholders has sole voting and investment power with respect to the shares
owned (subject to community property laws, where applicable), and is the
beneficial owner of them.

Ownership
Percentage of
All Shares
Number of Shares Owned Outstanding/
--------------------------- Assuming
Class A Ownership
Name and Address Common Stock Common Stock Option Shares Option Shares Exercise
---------------- ------------ ------------ ------------- ----------------------

David Edell 146,609 484,615 25,000 9.0/9.1%
c/o CCA Industries, Inc.

Ira W. Berman 160,533 483,087 25,000 9.2/9.3%
c/o CCA

Drew Edell 98,108 - 15,000 1.4/1.6%
c/o CCA

Dunnan Edell 60,894 - 70,000 .9/1.8%
c/o CCA

Jack Polak 28,254 - 25,000 .4/.7%
c/o CCA

Stanley Kreitman 24,392 - - .3/.3%
c/o CCA

Robert Lage - - - 0.0/0.0%
c/o CCA

John Bingman - - 10,000 .0/.1%
c/o CCA

Elias Ciudad - - 10,000 .0/.1%
c/o CCA

Officers & Directors 518,790 967,702 180,000
As a Group (9 persons)

Alexander Enterprise Holdings Inc
1114 Ave of the Americas 310,800 - - See Note (1)
New York, NY 10036

TABLE NOTES

The numbers shown as "Option Shares" assume that the unexercised
options, exercisable within 60 days have been exercised (and, that subject
shares, not actually owned, are actually owned). The percentage ownership
figure, "Assumed Ownership-Option Shares," aggregates the assumptions for the
group of Officers and Directors and, for each individual owner, presents a
measurement which assumes that the particular individual has exercised such
options and purchased subject shares, but that no other owner of such options
has "exercised and purchased." The category "as a group" assumes exercise of all
unexercised options by table-represented parties. See Section IV with reference
to the options outstanding.

David Edell and Ira Berman own all of the outstanding shares of Class A
Common Stock.

Messrs. David Edell, Dunnan Edell, and Ira W. Berman were officers and
directors in fiscal 2005. Drew Edell and John Bingman are officers. Messrs.
Polak, Kreitman and Lage are directors.

(1) Alexander Enterprise Holdings Corp. is a British Virgin Island
corporation, a wholly owned subsidiary of Berggruen Holdings Ltd, a British
Virgin Islands corporation. All of the shares of Berggruen Holdings Ltd. are
owned by Terragona Trust, a British Virgin Island trust. The trustee of
Terragona Trust is Maitland Trustees Limited, a British Virgin Island
corporation.

Alexander Enterprise Holdings Corp is the beneficial owner of 5.1% of
the common stock excluding Class A and 4.4% of all shares outstanding.

D. EXECUTIVE COMPENSATION

I. SUMMARY COMPENSATION TABLE

The following table summarizes compensation earned in the 2005, 2004 and
2003 fiscal years by all of the executive officers whose fiscal 2005
compensation exceeded $100,000, including the Chief Executive Officer (the
"Named Officers").

ANNUAL COMPENSATION
-------------------

NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OTHER (I)
--------------------------- ---- ------ ----- ---------

David Edell, 2005 $695,738 $510,857 $40,752
Chief Executive 2004 656,357 573,543 38,294
Officer 2003 619,205 459,240 39,476

Ira. W. Berman, 2005 $695,738 $510,857 $30,256
Secretary and 2004 656,357 573,543 24,739
Executive 2003 619,205 459,240 29,499

Dunnan Edell, 2005 $300,000 $120,000 $12,317
President & COO 2004 312,692 95,000 5,305
2003 282,692 50,000 11,391

Stephen Heit 2005(ii) $110,000 $ 15,000 $ 3,721
CFO & Executive
Vice President

Drew Edell 2005 $243,269 $ 60,000 $ 8,867
Executive Vice President, 2004 222,596 50,000 1,951
Research & Development 2003 200,000 25,000 5,081

John Bingman 2005 $111,980 $ 45,000 $ 1,587
Treasurer, Vice 2004 111,980 40,000 1,005
President, Planning 2003 105,128 25,000 2,696

Elias Ciudad 2005 $ 90,000 $ 40,000 $ 8,032
Vice President, 2004 88,269 35,000 1,687
MIS 2003 81,000 25,000 659

Joel Last, 2005 $171,838 $ 50,881 $ 6,020
Vice President, 2004 167,077 40,900 185
Sales 2003 160,000 32,000 4,833

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(i) Includes the personal-use value of Company-leased automobile, the value
of Company-provided life insurance, and health insurance that is made
available to all employees.
(ii) Mr. Heit commenced employment on May 1, 2005.

II. FISCAL 2005 OPTION GRANTS AND OPTION EXERCISES, YEAR-END OPTION
VALUATIONS, OPTION REPRICING

A. OPTIONS ISSUED TO NAMED OFFICERS AND DIRECTORS DURING 2004

DATE OF NO. OPTIONS
GRANT GRANTED PRICE
David Edell 6/16/2004 25,000 $9.00
Ira W. Berman 6/16/2004 25,000 $9.00
Dunnan Edell 6/16/2004 15,000 $8.25
Drew Edell 6/16/2004 15,000 $8.25
John Bingman 6/16/2004 10,000 $8.25
Elias Ciudad 6/16/2004 10,000 $8.25

B. THERE WERE NO NEW OPTIONS ISSUED TO NAMED OFFICERS AND DIRECTORS
DURING 2005.

The next table identifies 2005 fiscal-year option exercises by Named
Officers and reports a valuation of their options.

FISCAL 2005 AGGREGATED OPTION EXERCISES
AND NOVEMBER 30, 2005 OPTION VALUES

NUMBER OF SHARES VALUE OF
COVERED BY UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY
SHARES ACQUIRED OPTIONS AT OPTIONS AT
ON EXERCISE VALUE REALIZED NOV. 30, 2005 NOV. 30, 2005(1)
----------- -------------- ------------- ----------------

David Edell 65,000 $ 705,700 47,500 $175,050
Ira W. Berman 59,000 $ 651,700 53,000 $217,840
Dunnan Edell - - 90,000 $583,500
Drew Edell - - 15,000 -
Jack Polak - - 25,000 $194,500
John Bingman - - 10,000 -
Elias Ciudad - - 10,000 -

---------------------
(1) Represents the difference between market price and the respective exercise
prices of options at November 30, 2005.

The following table identifies the stock options held by the Named Officers and
all other officers and directors, the exercise prices of which have been reduced
during the past 10 years.

REPRICED OPTIONS
ORIGINAL

NUMBER OF SHARES GRANT DATE PRICE DATE REPRICED - NEW PRICES
---------------- ---------- ----- --------------------------

David Edell 100,000 Aug. 1 1997 $2.50 5/24/01 $.50
Ira W. Berman 100,000 Aug. 1 1997 $2.50 5/24/01 $.50
Dunnan Edell 50,000 Aug. 1 1997 $2.50 5/24/01 $.50
Drew Edell 50,000 Aug. 1 1997 $2.50 5/24/01 $.50
Stanley Kreitman 25,000 Aug. 1 1997 $2.50 5/24/01 $.50
Dunnan Edell 25,000 June 1 1995 $4.50 5/24/01 $.50
Drew Edell 25,000 June 1 1995 $4.50 5/24/01 $.50
Rami Abada 25,000 Aug. 1 1997 $2.50 5/24/01 $.50
Jack Polak 25,000 Aug. 1 1997 $2.50 5/24/01 $.50

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(1) On November 3, 1998, the full Board of Directors authorized the repricing in
consequence of a declining market valuation, inconsistent with the Company's
realizable value. The market price of the Common Stock at the date of repricing
was $1.00; and, at that date, the original option terms (10 years from August 1,
1997) had approximately 8 years and 10 months to run. When the

options were originally issued, on August 1, 1997, the market price of the
Company's Common Stock was $2.50. On May 24, 2001, the company repriced the
options again when the market price was $.50.

(2) On June 10, 2000, the full Board of Directors authorized the repricing in
consequence of a declining market valuation, inconsistent with the Company's
realizable value. The market price of common stock at the date of repricing was
$1.10; and at that date the original terms (5 years from June 10, 1995) were
extended for an additional 5 years. When the options were originally issued on
June 10, 1995, the market price of the Company's common stock was $3. On May 24,
2001, the Company repriced the options again when the market price was $.50, and
changed the expiration date to August 1, 2007.

III. COMPENSATION OF DIRECTORS

Each outside director (Messrs. Kreitman, Polak, and Lage) was paid
between $2,500 and $5,000 for their attendance of board meetings in fiscal 2005
(without additional compensation for committee meetings). Robert Lage, as
chairman of the audit and compensation committee, provided review services for
which he received an additional $30,000.

IV. EXECUTIVE COMPENSATION PRINCIPLES; AUDIT AND COMPENSATION COMMITTEES

The Audit Committee and the Compensation Committee is comprised of
Messrs. Stanley Kreitman, Jack Polak, and Mr. Robert Lage. (See Proposal No. 1.
Included therein, in the biographies of the persons proposed for election to the
Board, are particular "Credentials" of Messrs. Kreitman, Polak and Lage.)

(An Audit Committee Charter was adopted by the full Board of Directors
in fiscal 2000, and a copy of it was appended to the Proxy Statement
disseminated for and in respect of the Company's 2001 Annual Meeting and was
subsequently amended to conform to the current regulations.)

Regarding fiscal 2005, the Audit Committee (a) reviewed and discussed
the Company's audited financial statements, with management; (b) received and
discussed the information required to be discussed, pursuant to Auditing
Standards and S.E.C. regulations, with the Company's independent auditors; (c)
received written disclosures, and the letter concerning same, from the
independent auditors as required by S.E.C. regulations and described by
Independence Standard Board Standards; (d) discussed the independence of the
auditors, with the auditors; and (e) recommended that the audited financial
statements be included in the Company's Annual Report on Form 10-K.

V. EMPLOYMENT CONTRACTS/COMPENSATION PROGRAM

The Company's Executive Compensation Program, administered by the
Compensation Committee (the membership of which is the same as the Audit
Committee), is based on guiding principles designed to align executive
compensation with Company values and objectives, business strategy, management
initiatives, and financial performance, and has an established program to:

o Reward executives for long-term strategic management and the enhancement
of shareholder value.

o Integrate compensation programs with both the Company's annual and
long-term strategic planning.

o Support a performance-oriented environment that rewards performance not
only with respect to Company goals, but also Company performance as compared to
industry-performance levels.

The total compensation program consists of both cash and equity based
compensation. The Compensation Committee determines the level of salary and
bonuses, if any. The Committee determines the salary or salary range based upon
competitive norms. Actual salary changes are based upon performance.

On March 17, 1994, the Board of Directors approved l0-year employment
contracts (herein below, the "Edell/Berman Contracts") for David Edell and Ira
Berman (with Mr. Edell and Mr. Berman abstaining). Pursuant thereto, each was
provided a base salary of $300,000 in fiscal 1994, with a year-to-year CPI or 6%
increment, plus 2.5% of the Company's pre-tax income, less depreciation and
amortization (the "2.5% measure"), plus 20% of the base salary, as bonus.

In February 1999, the 2.5% measure in the bonus provisions of the
Edell/Berman Contracts was amended so as to calculate it against earnings before
income taxes, less depreciation, amortization, and expenditures for media and
cooperative advertising in excess of $8,000,000.

On May 24, 2001, the Edell/Berman Contracts were amended to increase
their base annual salaries to $400,000, and to extend the terms through November
30, 2007, and on October 16, 2002, their contracts (otherwise unamended), were
extended to December 1, 2010.

David Edell's sons, Dunnan Edell and Drew Edell have 5-year employment
contracts that expire November 30, 2007, providing base annual salaries of
$270,000 and $200,000, respectively. On July 1, 2003, Dunnan Edell's salary was
increased to $300,000, and on January 5, 2004, Drew Edell's salary was increased
to $225,000 and it 2005, it was increased to $250,000. On February 10, 2006, the
employment contracts of Dunnan Edell, President and COO and Drew Edell,
Executive Vice President were extended to December 1, 2010.

VI. STOCK OPTION PLANS

Long-term incentives are provided through the issuance of stock options.

The Company's 1994 Stock Option Plan covered 1,000,000 shares of its
Common Stock. (The 1994 Plan has expired; but there are 80,000 stock options
issued under the 1994 Plan outstanding, and yet exercisable to purchase 80,000
shares of Common Stock at $0.50 per share and 10,000 shares at $2.50 per share.)

On July 9, 2003, the Company's 2003 Stock Option Plan was approved by
the shareholders at the Company's Annual Meeting. The Stock Option Plan covers
1,000,000 shares of the Company's stock. 105,000 options were issued on March 9,
2004, 50,000 were exercisable at $9.00 per share: 25,000 each to David Edell and
Ira W. Berman. The remaining 55,000 shares were exercisable at $8.25 as follows:
15,000 shares were issued each to Dunnan Edell and Drew Edell and 10,000 each to
John Bingman and Elias Ciudad and 5,000 shares to a consultant to the Company.
On August 25, 2004, another 19,000 shares were issued and outstanding to key
employees exercisable at $7.50 per share.

The 1994 and Amended and Restated 2003 Stock Option Plans provide:

(1) for the granting of two types of options: "Incentive Stock Options" and
"Nonqualified Stock Options". The Incentive Stock Options (but not the
Nonqualified Stock Options) are intended to qualify as "Incentive Stock
Options" as defined in Section 422(a) of The Internal Revenue Code. The
Plans are not qualified under Section 401(a) of the Code, nor subject to
the provisions of the Employee Retirement Income Security Act of 1974.

(2) For option grants to employees (including officers and directors who are
also employees) and consultants of the Company (provided, however, that
Incentive Stock Options may not be granted to any non-employee director
or consultant).

STOCK OPTION PLAN INFORMATION

(a) (b) (c)
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Plan Category.................. No. of Securities to be Weighted average No. of securities
issued upon exercise exercise price of remaining available
of outstanding options outstanding options for future issuance
warrants and rights under equity
compensation plans
(excluding securities
reflected in column (a)
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Stock Option Plan.............. 90,000 $0.78
approved by security
holders in 1994
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Stock Option Plan.............. 119,000 $8.45 876,000
approved by security
holders in 2003 and
amended in 2004
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AMENDMENT TO THE 2003 STOCK OPTION PLAN
APPROVED BY SECURITY HOLDERS ON JUNE 15, 2004

The following is a brief description of certain important features of the
Amended and Restated 2003 Stock Option Plan.

The amended plan allows the administrative committee additional incentives to
keep personnel so that in the committee's discretion, they can offer incentive
stock options, nonqualified stock options restricted shares and/or stock
appreciation rights.

Under the new regulations, the issuance of incentive stock options or
nonqualified options required an immediate cost to the statement of operations
of the value of the options issued. The restricted shares and stock appreciation
rights do not require the expense upon issuance, but only upon the vesting of
the restricted shares or the stock appreciation rights. Under the new
regulations, a company must report the value of the ISOs or nonqualified stock
options as expenses upon issuance in the period in which the options were
issued. Under certain restricted provisions, the restricted shares and the stock
appreciation rights, the committee has the right, in their discretion, to
require certain performance standards before the vesting of either the
restricted shares or the stock appreciation rights. The committee will provide
the performance qualifications for the vesting and/or exercise which may
include, but are not limited to, (a) revenue growth of the company, (b) earnings
per share, (c) EBITDA, (d) term, (e) stock price appreciation, (f) cap on the
number of shares to be issued, (g) term of vesting and the amount of shares that
may be exercised in any one fiscal year. The Company has been advised that
depending on the performance restricted issued required for the vesting and the
exercise, (subject to IRS approval), the value of the issuance of the restricted
shares and/or stock appreciation rights may not be determinable for the purposes
of an expense to the Company's statement of operations upon issuance.

EFFECT OF ISSUANCE OF RESTRICTED SHARES ON STATEMENT OF OPERATIONS

In order to not create a stock option which may be charged against the statement
of operations when issued, the restricted shares must require certain delineated
performance standards so that the restricted shares cannot be qualified as
having a definable accounting value. When all performance standards are met, the
company will be required to report the value of restricted shares as an expense
on the date of performance or on the date of vesting. However, there is no
assurance that the decision of the committee will be accepted by accounting
standards under the new regulations to defer the exact date of the values of the
restricted shares or the stock appreciation rights must be taken on the
company's statement of operations.

EFFECT OF ISSUANCE OF STOCK APPRECIATION RIGHTS ON STATEMENT OF
OPERATIONS

Stock appreciation rights means a right granted to receive a payment in cash or
in stock to the excess of the fair market value of the stock on the date of
exercise over the purchase price of the stock on the date of the issuance of the
stock on the date of grant. The dilution to the company on the date of issuance
of the stock pursuant to the stock appreciation rights grants is to the extent
that the excess of increase in the value of the stock is the value of the stock
price times the number of units issued. That quotient determines the number of
shares that the company must issue at the fair market value on the date of
exercise. The dilution of the stock appreciation rights shares is substantially
less to the company than the dilution on the issuance of shares pursuant ISOs
and nonqualified stock options. However, there is no assurance that the decision
of the committee will be adopted by accounting standards under the new

regulations to defer the exact date of the values that the stock appreciation
rights granted on the Company's statement of operations.

FEDERAL INCOME TAX CONSEQUENCES OF THE LONG-TERM EQUITY COMPENSATION
PLAN

INCENTIVE STOCK OPTIONS. The grant of an option is not a taxable event for the
grantee or the Company. With respect to "incentive stock options," a grantee
will not recognize taxable income upon grant to exercise of an incentive option,
and any gain realized upon a disposition of shares received pursuant to the
exercise of an incentive option on the exercise date over the option will be
taxed as long term capital gain if the grantee holds the shares for at least two
years after the date of grant and for one year after the date of exercise.
However, the excess of the fair market value of the shares subject to an
incentive option on the date of exercise over the option exercise price
generally will be included in the grantee's alternative minimum taxable income
for the purposes of the alternative minimum tax. This excess increases the
grantee's basis in the shares for purposes of the alternative minimum tax but
not for the purposes of the regular income tax. A grantee may be entitled to a
credit against regular tax liability in future years for minimum taxes paid with
respect to the exercise of incentive options (e.g., for a year in which the
shares are sold at a gain). The Company and its subsidiaries will not be
entitled to any business expense deduction with respect to the grant or exercise
of an incentive option held for the requisite holding period. If the grantee
fails to hold the shares for the requisite holding period, the exercise of the
incentive option will have the same tax treatment as the exercise of a
non-qualified option.

For the exercise of an incentive option to qualify for the foregoing tax
treatment, the grantee generally must be an employee of the Company or a
subsidiary from the date the option is granted through a date within three
months before the date of exercise. There is no difference in the treatment for
one who terminates employment prior to or after attaining normal retirement age.
In the case of a grantee who is disabled, this three-month period is extended to
one year. In the case of an employee who dies, the three-month period and the
holding period for shares received pursuant to the exercise of the option are
waived.

NON-QUALIFIED OPTIONS. Upon exercising a non-qualifying option, a grantee
generally will recognize ordinary income in an amount equal to the difference
between the exercise price and the fair market value of the Common Stock on the
date of grant. If the Company complies with applicable reporting requirements
and with the restrictions of Section 162(m) of the Internal Revenue Code, it
will be entitled to a business expense deduction in the same amount, subject to
applicable limitations on the deduction of amounts becoming vested as a result
of a change of control. Upon a subsequent sale or exchange of shares acquired
pursuant to the exercise of a nonqualifying option, the grantee will have
taxable gain or loss, measured by the difference between the amount realized on
the disposition and the tax basis of the shares generally, the amount paid for
the shares plus the amount treated as ordinary income at the time the option was
exercised).

RESTRICTED STOCK. A grantee who is awarded restricted stock will not recognize
any taxable income for federal income tax purposes in the year of the award,
provided the shares of Common Stock are subject to restrictions (that is, the
restricted stock is nontransferable and subject to substantial risk of
forfeiture). However, the grantee may elect under Section 83(b) of the Internal
Revenue Code to recognize compensation income in the year of the award in an
amount equal to the fair market value of the Common Stock on the date of the
award (less the purchase price, if any), determined without regard to the
restrictions. If the grantee does not make such a Section 83(b) election, the
fair market value of the Common Stock on the date of the award (less the
purchase price, if any), will be treated as compensation income to the grantee
and will be taxable in the year the restrictions lapse and dividends paid while
the common Stock is subject to restrictions will be subject to withholding
taxes. If the Company complies with applicable reporting requirements and with
the restrictions of Section 162(m) of the Internal Revenue Code, the Company
will be entitled to a business expense deduction in the same amount and
generally at the same time as the grantee recognizes ordinary income.

Under Section 409A of the Internal Revenue Code, deferred compensation is
subject to immediate taxation and a 20% excise tax unless the arrangement
complies with Section 409A both by its terms and in operation. Good faith
operational compliance is required as of January 1, 2005, while applicable
documents need not be amended until December 31, 2005.

Internal Revenue Service Notice 2005-1 provides that stock appreciation rights
("SARs") will be subject to immediate taxation and an excise tax under Section
409A except for SARs of a public company that can only be exercised for stock.
Although this guidance is preliminary, under the current state of the law, the
grant of a SAR that could be exercised for cash will subject the recipient to
tax on the value of the SAR as well as a 20% excise tax. Under the American Jobs
Creation Act of 2004 deferred compensation is taxed if a SAR is exercised in
exchange for cash but exempted from tax on deferred compensation if exercised
for stock.

VII. PERFORMANCE GRAPH

Set forth below is a line graph comparing cumulative total shareholder
return on the Company's Common Stock, with the cumulative total return of
companies in the NASDAQ Stock Market (U.S.) and the cumulative total return of
Dow Jones's Cosmetics/Personal Care Index.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
AMONG CCA INDUSTRIES, INC., THE DOW JONES US TOTAL MARKET INDEX
AND THE DOWN JONES US PERSONAL PRODUCTS INDEX

[PERFORMANCE GRAPH]

CCA Industries - ASE

Cumulative Total Return
----------------------------------------------------------------------
11/00 11/01 11/02 11/03 11/04 11/05

CCA INDUSTRIES, INC. 100.00 187.81 240.68 1069.79 1624.54 1240.82
DOW JONES US TOTAL MARKET 100.00 88.29 73.94 87.01 98.55 108.41
DOW JONES US PERSONAL PRODUCTS 100.00 98.82 92.87 106.99 119.93 132.33

E. THE BOARD OF DIRECTORS AND STANDING COMMITTEES

The Company's Board of Directors has no nominating committee. Its Audit
and Compensation Committee members are Messrs. Stanley Kreitman, Jack Polak, and
Robert Lage.

F. RELATED DIRECTORS AND/OR OFFICERS

David Edell is the Company's Chief Executive Officer. He is also a
director. Dunnan Edell and Drew Edell are his sons. Dunnan Edell is President
and COO of the Company and a director. Drew Edell is the Vice-President of
Research and Development.

G. AUDIT FEES

KGS LLP served as the Company's independent auditors for 2005. The
services performed by KGS LLP in this capacity included conducting an audit in
accordance with generally accepted auditing standards of, and expressing an
opinion on, the Company's consolidated financial statements.

KGS LLP fees for professional services rendered in connection with (a)
the audit and review of Forms 10-K and all other SEC regulatory filings were
$227,803 for the 2005 fiscal year, (b) Federal and State tax return preparation
and other tax matters for the 2005 were $51,235. . The Audit Committee
considered all fees paid to KGS LLP in recent years, and in the 2005 fiscal
year, and concluded that no fee-issue threatens their `independence.'

H. REVOCABILITY OF PROXIES

Any person giving a proxy in the form accompanying this statement has
the power to revoke it at any time before its exercise. Thus, it may be revoked
prior to its exercise by the filing of an instrument of revocation, or a duly
executed proxy bearing a later date, with the Secretary of the Company at the
Company's principal executive office. A proxy holder can also revoke a filed
proxy by attending the meeting and voting in person.

I. SOLICITATION OF PROXIES

It is estimated that the costs associated with proxy solicitation will
be approximately $15,000. The Company will bear the entire cost of solicitation,
including preparation, assembly, printing and mailing of this Proxy Statement,
the proxy, and any additional material furnished to shareholders. Copies of
solicitation material will be furnished to brokerage houses, fiduciaries, and
custodians holding shares in their names that are beneficially owned by others,
for forwarding of such material to beneficial owners. The Company may reimburse
such persons their forwarding costs. Original solicitation of proxies by mail
may be supplemented by telephone, telegram, or personal solicitation by
directors, officers or employees of the Company. No additional compensation will
be paid for any such services.

J. SHAREHOLDER PROPOSALS FOR THE YEAR 2007

Proposals of shareholders that are intended to be presented at the
Company's year 2007 Annual Meeting of Shareholders must be received by the
Company no later than February 13, 2007 in order to be included in the Company's
proxy materials relating to that meeting.

II. MANAGEMENT PROPOSALS
PROPOSAL NO. 1
NOMINATION AND ELECTION OF DIRECTORS

All seven seats on the Company's Board of Directors are subject to one -
year terms and annual election. Four are subject to election by holders of Class
A Common Stock and three by holders of Common Stock. Each director holds office
until the next Annual Meeting of Shareholders and until a successor is elected
and has qualified, or until death, resignation or removal.

The four nominees proposed for election by the holders of the Company's
Class A Common Stock (David Edell, Ira Berman, Jack Polak and Stanley Kreitman)
already serve as directors. The three proposed for election by the holders of
Common Stock, (Dunnan Edell, Gio Batta Gori, PhD and Robert Lage) were
recommended by the nominating committee. Drew Edell was asked to step aside as a
director because he is not deemed a "disinterested party" under the new
regulations promulgated by the Security and Exchange Commission and the American
Stock Exchange. The New regulations require that the board of directors be
constituted by a majority of independent directors.

Set forth below is information regarding all nominees, including
information they have furnished concerning their principal occupations and
certain other directorships, and their ages as of May 1, 2005. (The stock
ownership of each of the nominees is presented above, under "Share Ownership of
Directors, Officers and 5% Owners.")

A. CLASS A COMMON STOCK NOMINEES

(No vote or proxy is solicited in respect of the Class A nominees, since
two of them - Messrs. Berman and David Edell - own all of the Class A Common
Stock shares, and they have jointly proposed themselves, Mr. Polak and Mr.
Kreitman, for re-election.)

David Edell, age 74, is a director, and the Company's Chief Executive
Officer. Prior to his association with the Company he was a marketing and
financial consultant; and, by 1983, he had extensive experience in the health
and beauty aids field as an executive director and/or officer of Hazel Bishop,
Lanolin Plus and Vitamin Corporation of America. In 1954, David Edell received a
Bachelor of Arts degree from Syracuse University.

Ira W. Berman, age 74, is the Company's Executive Vice President and
Corporate Secretary. He is also Chairman of the Board of Directors. Mr. Berman
is an attorney who has been engaged in the practice of law since 1955. He
received a Bachelor of Arts Degree (1953) and Bachelor of Laws Degree (1955)
from Cornell University, and is a member of the American Bar Association.

Jack Polak, age 93, has been a private investment consultant since April
1982. He was knighted by Queen Beatrix of the Netherlands for his efforts on
behalf of the Anne Frank Center, USA, for which he still actively works, and is
Chairman Emeritus, and holds a tax certification in The Netherlands. He was a
director and member of the Audit and Compensation Committee of K.T.I.
Industries, Inc., from February 1995 until 1999, when K.T.I., a waste-to-energy
business was `taken over' by Casella Industries. From 2000 until 2002, he was a
director of Oakhurst Industries, a public company that owns an automotive
accessories distributor, a waste-to-energy tire facility, and a road
construction company.

Stanley Kreitman, age 73, has been Vice Chairman of the Board of
Manhattan Associates, an equity investment firm, since 1994. He is also a
director of Medallion Financial Corp., an SBIC. Mr. Kreitman has been Chairman
of the Board of Trustees of the New York Institute of Technology since 1989, and
of Crime Stoppers Nassau County (NY), since 1994. Since February 1999 and June
1999, respectively, he has been a member of the Board of Directors of K.S.W.
Corp. and P.M.C.C. Mortgage Corp. He is also a director and/or executive
committee member of the following organizations: The New York City Board of
Corrections, Bank Hapdalim USA (Signature Bank), The New York College of
Osteopathic Medicine, and the Police Athletic League. From 1975 until 1993, he
was President of United States Banknote Corporation, a securities printer.

B. COMMON STOCK NOMINEES

The board of directors' nominees, to be voted upon as directors and to
be approved by the common stock shareholders, were presented to and endorsed by
the Nominating Committee consisting of two independent directors for the
Company, Jack Polak and Stanley Kreitman.

Dunnan Edell, age 50, President and COO, is the son of David Edell and
the brother of Drew Edell. He is a graduate of George Washington University. He
has been a director since 1994. Appointed to President in 2003, he joined the
Company in 1984 and was appointed Divisional Vice-President in 1986. He was
employed by Alleghany Pharmacal Corporation from 1982 to 1984 and by Hazel
Bishop from 1977 to 1981.

Dr. Gori, 75, is president of the Health Policy Center, Bethesda,
Maryland, a consulting group in toxicology, epidemiology, nutrition, and related
scientific, industrial, and regulatory issues. Advisor to major corporations
worldwide, his previous experiences include directing the Franklin Institute
Policy Analysis Center, and executive positions at the National Cancer Institute
as Deputy Director of the Division of Cancer Causes and Prevention, Director of
the Smoking and Health Program, Director of the Diet, Nutrition and Cancer
Program. He held earlier positions in the pharmaceutical and biologics industry,
and in academia. Recipient of the U.S. Department of Health Education and
Welfare Superior Service Award, he is active in toxicology, carcinogenesis,
nutrition, tobacco, and environmental issues. He has been a two-term President
of the International Society of Regulatory Toxicology and Pharmacology, is a
member of scientific societies, fellow of the Academy of Toxicological Sciences,
funding and former editor of the journal NUTRITION AND CANCER, and editor of the
journal REGULATORY TOXICOLOGY AND PHARMACOLOGY.

Robert A. Lage, age 69, a retired CPA, was a partner at
PriceWaterhouseCoopers Management Consulting Service prior to his retirement in
1997. He has been engaged in the practice of public accounting and management
consulting since 1959. He received a BBA from Bernard Baruch College of The City
University of New York in 1958.

AUDIT, COMPENSATION AND NOMINATING COMMITTEE CREDENTIALS

Stanley Kreitman, former president of a national bank, will qualify as a
"financial expert" as the same is proposed by the S.E.C. in its Release No. 34 -
46701(October 22, 2002). Mr. Kreitman is "independent" as defined by Section
121(A) of The American Stock Exchange's Listing Standards and, thus, S.E.C.
Rules. (In fact, the subject definitions detail relationships etc. that `define'
non-independence. No issue `thereunder' is `presented' by Mr. Kreitman --or, see
below, by Mr. Polak, or Mr. Lage).

In any event, Mr. Kreitman qualifies `under' existing AMEX/Audit
Committee/financial `sophistication' rules as `having past employment experience
or background which results in financial sophistication...'- as do Mssrs. Polak
and Lage (as next presented).

Jack Polak is a certified Dutch tax consultant and a member of the
Association of Certified Tax Accountants. As shown above he is both
"independent" and AMEX-qualified as financially sophisticated.

Robert A. Lage, as shown above, is both "independent" and AMEX-qualified
as financially sophisticated.

Dr. Gio Batta Gori, recommended as a nominee by the nominating committee
is deemed "independent" as that term is defined under the new regulations.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE IN FAVOR OF EACH OF
THE COMMON STOCK NOMINEES AS PROPOSED IN THIS PROPOSAL NO. 1. A MAJORITY OF THE
COMMON STOCK VOTE IS REQUIRED FOR APPROVAL.

PROPOSAL NO. 2

APPROVAL OF APPOINTMENT OF AUDITORS

The Board of Directors has appointed the firm of KGS LLP, independent
certified public accountants (the "Auditors"), to audit the accounts and certify
the financial statements of the Company for the fiscal year ending November 30,
2006. The appointment shall continue at the pleasure of the Board of Directors,
subject to approval by the shareholders. The Auditors (and its predecessor,
Sheft Kahn and Company, LLP) have acted as the Company's auditors since 1983.

The Board of Directors expects that one or more representatives of the
Auditors will be present at the meeting. The Auditors will then be given the
opportunity to make a statement, and will be available to respond to appropriate
questions.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE IN FAVOR OF
PROPOSAL NO. 2. A MAJORITY OF THE AGGREGATED CLASS A COMMON STOCK AND COMMON
STOCK VOTE IS REQUIRED FOR APPROVAL.

I. OTHER MATTERS

The Board of Directors knows of no other matters to be presented, but if
any other matters properly come before the Annual Meeting, it is intended that
the persons holding proxies will vote thereon in accordance with their best
judgments.

When a proxy in the form enclosed with this Proxy Statement is returned
properly executed, the shares represented thereby will be voted as indicated
thereon or, if no direction is indicated, in accordance with the recommendations
of the Board of Directors.

II. CERTAIN REPORTS

Based upon the reports furnished to the Company, all reports required to
be filed during or concerning the Company's 2004 fiscal year, by officers,
directors and principal shareholders, pursuant to Section 16 of the Securities
Exchange Act of 1934 (Form 3, Initial Statement of Beneficial Ownership; Form 4,
Statement of Changes of Beneficial Ownership; and Form 5, Annual Statement of
Beneficial Ownership), were timely filed with the Securities and Exchange
Commission.

By Order of the Board of Directors

/s/ Ira W. Berman

Ira W. Berman,
CHAIRMAN OF THE BOARD OF DIRECTORS

East Rutherford, New Jersey
May 15, 2006

ANNUAL MEETING OF SHAREHOLDERS OF

CCA INDUSTRIES, INC.

June 21, 2006

Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible.

Please detach along perforated line and mail in the envelope provided.

------------------------------------------------------------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A "FOR" VOTE FOR ALL PROPOSALS.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X]
------------------------------------------------------------------------------------------------------------------------------------
FOR AGAINST ABSTAIN
1. To elect directors to serve on the Board of 2. To approve management's appointment of [ ] [ ] [ ]
Directors for the ensuing year. KGS LLP ("KGS"), as the Company's
independent certified public accountants
NOMINEES: for the fiscal year ending November 30, 2006.
[ ] FOR ALL NOMINEES O Gio Batta Gori, Ph.D.
O Robert Lage To grant the proxy the power to vote in his discretion upon such
[ ] WITHHOLD AUTHORITY O Dunnan Edell other matters as may properly come before the Meeting or any
FOR ALL NOMINEES adjournment thereof.

[ ] FOR ALL EXCEPT THIS PROXY WILL BE VOTED AS DIRECTED. UNLESS OTHERWISE DIRECTED,
(See instructions below) THIS PROXY WILL BE VOTED FOR ALL PROPOSALS.

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE,
DATE AND SIGN YOUR PROXY CARD AND RETURN IT IN THE ENCLOSED
ENVELOPE SO THAT YOUR VOTE WILL BE COUNTED.
INSTRUCTION: To withhold authority to vote for any
individual nominee(s), mark "FOR ALL EXCEPT" and fill
in the circle next to each nominee you wish to withhold,
as shown here: O
-------------------------------------------------------------

-------------------------------------------------------------
To change the address on your account, please check the
box at right and indicate your new address in the address [ ]
space above. Please note that changes to the registered
name(s) on the account may not be submitted via this method.
-------------------------------------------------------------
----------------------- ---------- ----------------------- ---------
Signature of Shareholder Date: Signature of Shareholder Date:
----------------------- ---------- ----------------------- ---------

Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When
signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a
corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a
partnership, please sign in partnership name by authorized person.

CCA INDUSTRIES, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS

The undersigned, revoking all prior proxies, hereby appoints David Edell
and Ira W. Berman, and each of them, proxies and attorneys in fact, with power
of substitution, to vote all shares the undersigned is entitled to vote at the
Annual Meeting of Shareholders of CCA INDUSTRIES, INC., to be held in the
boardroom of the American Stock Exchange, 86 Trinity Place, New York, NY, on
June 21, 2006 at 2 p.m., and to vote as directed on the reverse side upon the
proposals, and in their discretion upon such other business as may properly come
before the meeting or any adjournment thereof (all as more fully set forth in
the Notice of Meetng and Proxy Statement, receipt of which is hereby
ackowledged).

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS. UNLESS OTHERWISE
SPECIFIED, IT WILL BE VOTED "FOR" THE ELECTION OF GIO BATTA GORI, PH.D., ROBERT
LAGE AND DUNNAN EDELL AS DIRECTORS, AND "FOR" THE APPOINTMENT OF KGS LLP.

(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)