SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-K/A

     (Mark One)


     [X]  ANNUAL  REPORT  PURSUANT  TO  SECTION  13 OR 15(d)  OF THE  SECURITIES
          EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 1998

                                       OR

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

                        For the transition period from __________ to __________.

                           Commission File No. 1-1031

                               RONSON CORPORATION
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

       NEW JERSEY                                         22-0743290
------------------------                       ---------------------------------
(State of incorporation)                       (IRS Employer Identification No.)

CAMPUS DRIVE, P.O. BOX 6707, SOMERSET, N.J.                          08875
-------------------------------------------                      ---------------
(Address of principal executive office)                            (Zip Code)

Registrant's  telephone  number,  including  area  code:          (732) 469-8300
                                                                  --------------

Securities registered pursuant to Section 12(g) of the Act:

                                                     Name of each exchange
Title of each class                                   on which registered
-------------------                                   -------------------

Common Stock par value                               Nasdaq SmallCap Market
    $1.00 per share

12% Cumulative Convertible                       Over-the-Counter Bulletin Board
    Preferred Stock
    No par value

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 of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                             YES  [X]       NO  [ ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K (229.505 of this chapter) is not contained  herein,  and will
not be contained,  to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K/A
or any amendment to this Form 10-K/A. [ X ]

The  aggregate  market  value of  voting  stock  held by  non-affiliates  of the
registrant was $5,771,670 as of March 10, 1999.

As of March 10, 1999,  there were 3,197,142  shares of the  registrant's  common
stock outstanding.

<PAGE>
                                                                    

                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the Company has duly  caused  this  amendment  to the report to be
signed on its behalf by the undersigned, thereunto duly authorized.



                               RONSON CORPORATION


   Dated:  April 22, 1999       By: /s/Louis V. Aronson II
                                    ------------------------------------
                                    Louis V. Aronson II, President &
                                    Chief Executive Officer and Director



   Dated:  April 22, 1999       By: /s/Daryl K. Holcomb
                                    -----------------------------------
                                    Daryl K. Holcomb, Vice President &
                                    Chief Financial Officer, Controller
                                    and Treasurer


<PAGE>
                                                                    


FORM 10-K -- ITEM 14 (a) (2) and (d)

RONSON CORPORATION AND ITS WHOLLY OWNED SUBSIDIARIES

LIST OF FINANCIAL STATEMENT SCHEDULES

The amendment  includes the following  schedules  required for Form 10-K for the
Ronson  Corporation  (the "Company") and its wholly owned  subsidiaries  for the
fiscal year ended December 31, 1998. 

          Schedule I           Condensed Financial Information 
                                         of Company

          Schedule II          Valuation and Qualifying Accounts

<PAGE>
                                                                    
                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------

The Board of Directors 
  Ronson Corporation:

Under date of March 12, 1999, we reported on the consolidated  balance sheets of
Ronson  Corporation  and  subsidiaries as of December 31, 1998 and 1997, and the
related consolidated  statements of operations,  changes in stockholders' equity
and cash flows for each of the years in the three year period ended December 31,
1998 as  contained  in the  annual  report  on Form 10-K for the year  1998.  In
connection  with  our  audits  of  the  aforementioned   consolidated  financial
statements,  we also audited the related financial statement schedules as listed
in  the  accompanying   index.  These  financial  statement  schedules  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statement schedules based on our audits.

In our opinion,  the related financial statement  schedules,  when considered in
relation  to the  basic  consolidated  financial  statements  taken  as a whole,
present fairly, in all material respects, the information set forth therein.


/s/ DEMETRIUS & COMPANY, L.L.C.
-------------------------------
    DEMETRIUS & COMPANY, L.L.C.

    Wayne, New Jersey
    March 12, 1999
<PAGE>
                                                                    

  
      SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
                           RONSON CORPORATION

<TABLE>
<CAPTION>
         CONDENSED BALANCE SHEETS                          
          (dollars in thousands)                       
                                                                   DECEMBER 31,
                           ASSETS                              1998           1997
                           ------                              ----           ----
<S>                                                          <C>           <C>     
CURRENT ASSETS:
Cash                                                         $     --      $      4
Other current assets                                              187           109
                                                             --------      --------
     Total Current Assets                                         187           113

Property, plant, and equipment                                    232           220
Less accumulated depreciation and amortization                    196           180
                                                             --------      --------
                                                                   36            40
Other assets                                                    2,856         2,833
                                                             --------      --------
TOTAL ASSETS                                                 $  3,079      $  2,986
                                                             ========      ======== 
            LIABILITIES AND STOCKHOLDERS' EQUITY
            ------------------------------------

CURRENT LIABILITIES:
Accounts payable                                             $    190      $    167
Other current liabilities                                         530           530
                                                             --------      --------
     Total Current Liabilities                                    720           697

Pension obligation                                                 --            60
Other long-term liabilities                                       214           365

Commitments and Contingencies

STOCKHOLDERS' EQUITY:
Preferred stock                                                    --            --
Common stock                                                    3,260         3,226
Additional paid-in capital                                     29,007        28,991
Accumulated deficit                                           (27,442)      (27,153)
Accumulated other comprehensive deficit                        (1,086)       (1,606)
                                                             --------      --------
                                                                3,739         3,458
Less cost of treasury shares:
     1998, 62,365 and 1997, 62,332  common shares               1,594         1,594
                                                             --------      --------
                                                                2,145         1,864
                                                             --------      --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                   $  3,079      $  2,986
                                                             ========      ======== 
</TABLE>
See notes to condensed financial statements. 

<PAGE>
                                                                    

           SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
                               RONSON CORPORATION



  CONDENSED STATEMENTS OF OPERATIONS
        (dollars in thousands)

<TABLE>
<CAPTION>
                                                                                          Year Ended December 31,
                                                                                      1998         1997         1996
                                                                                      ----         ----         ----
<S>                                                                                  <C>          <C>          <C>    
Management administration (from wholly
    owned subsidiaries eliminated
    in consolidation)                                                                $ 1,940      $ 1,720      $ 1,734
                                                                                     -------      -------      -------     

Costs and expenses:
    General and administrative expenses                                                1,633        1,436        1,292
    Interest expense (includes inter-
      company interest expense of $100,
      $113 and $120 in 1998, 1997 and
      1996, respectively, eliminated in
      consolidation)                                                                     149          155          157
    Non-operating expense - net                                                          202           99          136
                                                                                     -------      -------      -------     
                                                                                       1,984        1,690        1,585
                                                                                     -------      -------      -------     

EARNINGS (LOSS) BEFORE INCOME TAXES AND
    EQUITY IN NET EARNINGS (LOSS)
    OF SUBSIDIARIES                                                                      (44)          30          149

Income tax benefits (provision)                                                          (90)         (67)          20

Equity in net earnings (loss) of subsidiaries  (includes loss from  discontinued
    operations of $949 and $1,190 in 1998 and 1996,
    respectively)                                                                       (155)         820       (1,024)
                                                                                     -------      -------      -------     

NET EARNINGS (LOSS)                                                                  $  (289)     $   783      $  (855)
                                                                                     =======      =======      =======
</TABLE>

See notes to condensed financial statements.
<PAGE>
                                                                    
 
          SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
                               RONSON CORPORATION

           CONDENSED STATEMENTS OF CASH FLOWS
                 (dollars in thousands)
<TABLE>
<CAPTION>
                                                                                  Year Ended December 31,
                                                                              1998        1997         1996
                                                                              ----        ----         ----
<S>                                                                        <C>          <C>          <C>     
Cash Flows from Operating Activities:
Net earnings (loss)                                                        $  (289)     $   783      $  (855)
Adjustments to reconcile net earnings
  (loss) to net cash provided by (used in)
  operating activities:
  Equity in net (earnings) loss
    of subsidiaries                                                            138         (820)       1,024
  Depreciation and amortization                                                 16           16           14
  Deferred income tax (benefits) expense                                        28           22          (48)
  Increase (decrease) in cash from changes in:
    Other current assets                                                       (27)          (4)         (35)
    Accounts payable and other current
      liabilities                                                              110          124          (26)
  Increase (decrease) in net advances from
    subsidiaries                                                              (171)         (81)         (31)
  Net change in pension-related accounts                                       175          (71)         (31)
  Other                                                                        (22)          32          (39)
                                                                           -------      -------      ------- 
     Net cash provided by (used in)
        operating activities                                                   (42)           1          (27)
                                                                           -------      -------      ------- 

Cash Flows from Investing Activities:
     Net cash used in investing activities,
        capital expenditures                                                   (12)          (2)         (42)
                                                                           -------      -------      ------- 

Cash Flows from Financing Activities:
  Exercise of stock options                                                     17           --           80
  Issuance of common stock                                                      50           --           --
  Payments of leases                                                            --           --           (6)
  Other                                                                        (17)          --           --
                                                                           -------      -------      ------- 
     Net cash provided by
        financing activities                                                    50           --           74
                                                                           -------      -------      ------- 
Net increase (decrease) in cash                                                 (4)          (1)           5

Cash at beginning of year                                                        4            5           --
                                                                           -------      -------      ------- 

Cash at end of year                                                        $    --      $     4      $     5
                                                                           =======      =======      ======= 
</TABLE>


See notes to condensed financial statements.
<PAGE>
                                                                    
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT 
                               RONSON CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

NOTE A:    Condensed Financial Statements.

           The accompanying  financial  statements should be read in conjunction
with the consolidated financial statements of the Registrant, Ronson Corporation
(the "Company") and its subsidiaries  included in the Company's Annual Report on
Form 10-K for the year ended December 31, 1998.

           The Company's  wholly owned  subsidiaries in the condensed  financial
statements are accounted for by the equity method of accounting.

           The Company has authorized  5,000,000  shares of preferred stock with
no par value.  Outstanding shares of 12% Cumulative  Convertible Preferred Stock
were 36,518 at December 31, 1998 and 1997. (Refer to Note I below.)

           The Company has authorized  11,848,106  shares of common stock with a
par value of  $1.00,  of which  3,197,142  and  3,163,275  were  outstanding  at
December 31, 1998 and 1997, respectively.


NOTE B:    Debt.

           In 1995 Ronson Consumer Products Corporation ("RCPC") entered into an
agreement  with Summit Bank  ("Summit") for a Revolving Loan and a Term Loan. In
March 1997 RCPC and Summit extended RCPC's  Revolving Loan to June 30, 2000. The
Revolving  Loan provides a line of credit up to $2,500,000 to RCPC.  The Company
guaranteed  the debts of RCPC to Summit under the Revolving  Loan and Term Loan.
At December 31, 1998,  the amount due by RCPC to Summit under the Revolving Loan
was $1,315,000. The Term Loan was paid in full in April 1998.

           In July 1997 RCPC and Summit  amended the Revolving Loan agreement to
provide $400,000 in additional loan  availability.  The outstanding amount under
the agreement for the additional  loan  availability  of $125,000 as of December
31,  1998,  is included in the balance of the  Revolving  Loan in the  paragraph
above.

           In 1995 Ronson Corporation of Canada, Ltd.  ("Ronson-Canada") entered
into an agreement with Canadian Imperial Bank of Commerce ("CIBC") for a line of
credit of C$250,000.  In 1998  Ronson-Canada  and CIBC extended  Ronson-Canada's
Revolving  Loan  to  1999.  At  December  31,  1998,  the  total  amount  due by
Ronson-Canada  to CIBC under the line of credit was  $105,000  (C$160,000).  The
line of credit is guaranteed by the Company.

           In August 1997 Ronson Aviation, Inc. ("Ronson Aviation") entered into
an agreement  with Summit for a Revolving  Loan and a Term Loan (in the original
amount of $285,000). The Revolving Loan provides a line of credit up to $400,000
to Ronson  Aviation and is payable on demand under an  agreement  which  expires
June 30, 2000. In October 1998 the Term Loan was amended, extending its maturity
to June 30, 2000. The Company and RCPC  guaranteed the debts of Ronson  Aviation
to Summit under the  Revolving  Loan and Term Loan.  At December  31, 1998,  the
amount due by Ronson  Aviation to Summit under the Revolving  Loan and Term Loan
was  $214,000. 

<PAGE>
                                                                    

           In 1995 the Company and RCPC entered into a Mortgage  Loan  agreement
with Summit in the amount of $1,300,000.  The loan, with a balance of $1,219,000
at December 31, 1998, is secured by a first mortgage on the land,  buildings and
improvements  of RCPC and is payable in sixty monthly  installments  of $11,589,
including interest,  and a final installment on December 1, 2000, of $1,155,000.
The loan bears interest at a fixed rate of 8.75%.

           The Company has guaranteed  the loans of Ronson  Aviation from Summit
for Ronson  Aviation's  purchase of  specific  aircraft.  The total  outstanding
amount of these  Company-guaranteed  loans to Ronson  Aviation at  December  31,
1998, was $2,350,000.


NOTE C:    Other Assets.

<TABLE>
<CAPTION>

                                 December 31,
                                (in thousands)

                                 1998     1997
                                 ----     ----
<S>                            <C>        <C>   
Investment in subsidiaries     $2,313     $2,526
Prepaid pension assets            300         --
Intangible pension assets         106        133
Other                             137        174
                               ------     ------
                               $2,856     $2,833
                               ======     ======
</TABLE>
           Investment in subsidiaries was eliminated in consolidation.  The fair
value of the  Company's  pension  plan assets  exceeded  the  projected  benefit
obligation  at December  31,  1998.  The Company is  amortizing  the  intangible
pension  assets in  accordance  with the  provisions  of  Statement of Financial
Accounting Standards ("SFAS") #87, "Employers' Accounting for Pensions".


NOTE D:    Other Long-Term Liabilities.

<TABLE>
<CAPTION>
                                   December 31,
                                  (in thousands)
                                  1998       1997
                                  ----       ----
<S>                               <C>       <C> 
Net advances from subsidiaries    $ 194     $ 365
Other                                20        --
                                  -----     -----
                                  $ 214     $ 365
                                  =====     =====
</TABLE>

           The net  advances  from  subsidiaries  of  $194,000  and  $365,000 at
December 31, 1998 and 1997, respectively, were eliminated in consolidation.


NOTE E:    Unrecognized Net Loss on Pension Plans.

           SFAS #87 requires that if the additional  minimum liability  recorded
exceeds  unrecognized  prior service cost and the unrecognized net obligation at
transition,  that  difference,  an unrecognized net loss, is to be reported as a
separate component of Stockholders'  Equity. This unrecognized net loss is being
amortized over future periods as a component of pension expense.
<PAGE>
                                                                   


NOTE F:    Commitments and Contingencies.

           In  September  1998 the Company  received a "de  minimis"  settlement
offer  ("Settlement  Offer")  from the United  States  Environmental  Protection
Agency  ("USEPA")  related to waste  disposed  of prior to 1980 at a landfill in
Monterey  Park,  California,  which the USEPA had designated as a Superfund Site
("Site").  The USEPA  identified  manifests  dated from 1974  through 1979 which
allegedly  indicate  that waste  originating  at the  location of the  Company's
former Duarte, California,  hydraulic subsidiary was delivered to the Site. As a
result,  in August 1995 the Company  received a General  Notice  Letter from the
USEPA  notifying the Company that the USEPA  considered the Company one of about
four thousand  Potentially  Responsible  Parties ("PRP's") for waste disposed of
prior to 1980 at a landfill at the Site.  In 1981 the  Company  sold the Duarte,
California,   hydraulic   subsidiary,   Ronson   Hydraulic   Units   Corporation
("RHUCOR-CA"),  to the Boeing  Corporation.  The USEPA has notified a subsequent
owner of the facility that the USEPA considers that entity to also be liable for
the costs the USEPA determines to be due as a result of RHUCOR-CA's waste having
been  sent to the  Site.  The  USEPA  may also  consider  financial  factors  in
determining  the final  amount due. In the fourth  quarter of 1998,  the Company
offered to settle the matter for six equal  payments  totalling  $90,000,  to be
paid  semiannually  over three years.  Although the  Settlement  Offer  includes
various  options at costs of from  $307,000  to  $376,000  and the  Company  has
offered to settle the matter for $90,000,  the Company's final contribution,  if
any, is not yet  determinable.  As of December 31, 1998, the Company has accrued
the amount of its offer and related expenses.

           The  Company is involved in various  lawsuits  and claims.  While the
amounts  claimed  may be  substantial,  the  ultimate  liability  cannot  now be
determined because of the considerable  uncertainties that exist.  Therefore, it
is possible that results of operations or liquidity in a particular period could
be  materially  affected  by  certain  contingencies.  However,  based  on facts
currently  available  including the  insurance  coverage that the Company has in
place,  management  believes that the outcome of these  lawsuits and claims will
not have a material adverse effect on the Company's financial position.

           The Company has an employment contract with an officer.  The contract
expires on December 31, 2002.  Base salaries in the years 1999,  2000,  2001 and
2002 are  $529,408,  $566,466,  $606,119  and  $648,547,  respectively,  and the
contract  provides for additional  compensation and benefits,  including a death
benefit equal to two years' salary.


NOTE G:    Income Taxes.

           The Company and its  domestic  subsidiaries  have elected to allocate
consolidated  federal  income taxes on the separate  return  method.  Under this
method of  allocation,  income tax  expenses  (benefits)  are  allocated  to the
Company and each subsidiary based on its taxable income (loss) and net operating
loss carryforward.

           In  accordance  with SFAS #109,  "Accounting  for  Income  Taxes" the
Company is to record a  deferred  income  tax asset for net  operating  loss and
credit  carryforwards when the ultimate  realization is more likely than not. In
1998,  1997 and 1996,  the Company and its  subsidiaries  recorded  the benefits
(expenses) of net deferred income tax assets of $727,000, $225,000 and $390,000,
respectively,  of which  $(28,000),  $(22,000) and $48,000,  respectively,  were
allocated to the Company.
<PAGE>
                                                                   
NOTE H:    Statement of Cash Flows.

           Certificates  of deposit  that have a maturity of 90 days or more are
not  considered  cash  equivalents  for purposes of the  accompanying  Condensed
Statements of Cash Flows.

NOTE I:    Preferred Stock.

           On November  15, 1996,  the Company  issued an offer to owners of its
12% Cumulative Convertible Preferred Stock to exchange their shares of preferred
stock for shares of common  stock at the rate of 1.7 shares of common  stock for
each share of preferred.  The Company's  Exchange Offer expired on September 30,
1997. After the expiration of the offer, the Company had accepted 800,844 shares
of preferred stock for exchange and had issued  1,361,435 shares of common stock
under the Company's Exchange Offer.

           Dividends in arrears at December 31, 1998, totalled $1.3125 per share
of preferred stock (twenty-five  quarters at $0.0525 per share per quarter),  or
approximately $48,000 in the aggregate.
<PAGE>
                                                                   

                                   RONSON CORPORATION
                            AND ITS WHOLLY OWNED SUBSIDIARIES

                     SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                                 (dollars in thousands)
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
         Column A                     Column B                       Column C                        Column D           Column E
------------------------------------------------------------------------------------------------------------------------------------
                                                                     Additions
                                                          --------------------------------

                                     Balance at           Charged to            Charged to                                Balance
                                     Beginning            Costs and               Other                                   at End
             Description             of Period            Expenses               Accounts            Deductions          of Period
             -----------             ----------           ----------           -----------           ----------          ---------
<S>                                    <C>                  <C>                    <C>                <C> <C>           <C>   
Allowance for doubtful
     accounts:

     Year Ended 12/31/98               $   76               $   52                 $   --             $38 (1)           $   90
                                                                                                                        
     Year Ended 12/31/97                   64                   34                     --              22 (1)               76
                                                                                                                        
     Year Ended 12/31/96                   86                   46                     --              68 (1)               64
                                                                                                                        
                                                                                                                        
Valuation allowance for                                                                                                 
     deferred income                                                                                                    
     tax assets:                                                                                                        
                                                                                                                        
     Year Ended 12/31/98               $3,059               $   --                 $   --             $1,659 (2)        $1,400
                                                                                                                        
     Year Ended 12/31/97                4,035                   --                     --                976 (2)         3,059
                                                                                                                        
     Year Ended 12/31/96                3,902                   --                    523                390 (2)         4,035
</TABLE>
(1)  Allowance for doubtful accounts - primarily  uncollectible accounts written
     off.

(2)  Valuation  allowance for deferred income tax assets - due to utilization of
     credits and carryforwards, to changes in the deferred income tax assets and
     to recognition of net deferred income tax assets.