U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-K
  (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, 2001

                                       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)             (I.R.S. Employer Identification No.)


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


                         Registrant's telephone number:
                                 (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 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 __

     Check if disclosure of delinquent filers pursuant to Item 405 of
     Regulation S-K 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 or any
     amendment to this Form 10-K.                         [ X ]

     The aggregate market value of common equity held by non-affiliates of the
     registrant was $3,100,000 as of February 28, 2002, computed by reference
     to the average bid and asked price of such common equity.

     As of February 28, 2002, there were 3,456,457 shares of the registrant's
     common stock outstanding.


<PAGE>



                                TABLE OF CONTENTS


        Part I
        ------

        Item  1.  Business.

              2.  Properties.

              3.  Legal Proceedings.

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


        Part II
        --------

         Item 5.  Market for the Company's Common Stock and Related  Stockholder
                  Matters.

              6.   Selected Financial Data.

              7.   Management's  Discussion and Analysis of Financial Condition
                   and Results of Operations.

              7A.  Quantitive and Qualitative Disclosures about Market Risk.

              8.   Financial Statements and Supplementary Data.

              9.   Changes in and Disagreements  with Accountants on Accounting
                   and Financial Disclosure.


        Part III
        --------

         Item 10.  Directors and Executive Officers of the Registrant.

              11.  Executive Compensation.

              12.  Security Ownership of Certain  Beneficial  Owners and
                   Management.

              13.  Certain Relationships and Related Transactions.


        Part IV
        -------

          Item 14.  Exhibits, Financial Statement Schedules and
                    Reports on Form 8-K.


<PAGE>



                                     PART I
                                     ------

     Item 1 - DESCRIPTION OF BUSINESS
     --------------------------------

     (a) General Development of Business.

          The Registrant, Ronson Corporation (the "Company"), is a company
     incorporated in 1928.

          The Company is engaged principally in the following businesses:

          1.   Consumer Products; and

          2.   Aviation-Fixed Wing Operations and Services and Helicopter
               Services.

          The Company's common shares are listed on the Nasdaq SmallCap Market,
     and the Company's preferred shares are listed on the NASD Over-the-Counter
     ("OTC") Bulletin Board. The Company's common shares are quoted under the
     symbol RONC and its preferred shares are quoted under the symbol RONCP.

          In December 1989 the Company adopted a plan to discontinue the
     operations of Ronson Metals Corporation, Newark, New Jersey, one of the
     Company's wholly owned subsidiaries. On January 8, 1997, Ronson Metals
     Corporation amended its Certificate of Incorporation to change its
     corporation name to Prometcor, Inc. ("Prometcor"). Prometcor had sizable
     losses in several years prior to 1987 with reduced losses continuing in
     1987 through 1989. In 1990 operations ceased at Prometcor and Prometcor
     began complying with the New Jersey Industrial Site Recovery Act ("ISRA"),
     formerly ECRA, and all other applicable laws. As part of the plan to sell
     the properties of the Prometcor discontinued operations, Prometcor has also
     completed termination of its United States Nuclear Regulatory Commission
     ("NRC") license. Compliance with ISRA and NRC requirements has continued
     through 2001 and into 2002. In March 2002 Prometcor received a "No Further
     Action" ("NFA") letter from the New Jersey Department of Environmental
     Protection ("NJDEP") for all areas of concern (except groundwater)
     releasing the property. (See Environmental Matters below and Item 7 -
     Management's Discussion and Analysis of Financial Condition and Results of
     Operations.)

     (b) Financial Information about Segments

          Refer to Note 12 of the Notes to Consolidated Financial Statements
     below.

     (c) Narrative Description of Business.

          (1) Consumer Products
              -----------------

          The Company's consumer packaged products, which are manufactured in
     Woodbridge, New Jersey, and distributed in the United States by the
     Company's wholly owned subsidiary, Ronson Consumer Products Corporation
     ("RCPC"), include Ronsonol lighter fluid, Multi-Fill butane fuel injectors,
     flints, wicks for lighters, a multi-use penetrant spray lubricant product
     under the tradename "Multi-Lube", a spot remover under the product
     tradename "Kleenol", and a surface protectant under the tradename
     "GlossTek". In addition, the Company's consumer packaged products are
     marketed in Canada through Ronson Corporation of Canada, Ltd.
     ("Ronson-Canada"), a wholly owned subsidiary of the Company.


<PAGE>

     RCPC and Ronson-Canada together comprise Ronson Consumer Products. The
     Company also distributes its consumer products in Mexico. A subsidiary of
     WalMart Stores, Inc. ("WalMart") is a significant distributor for the
     consumer products segment and, as such, supplies Ronson's products to
     numerous retailers. Management does not believe that this segment is
     substantially dependent on WalMart or its distributor subsidiary because of
     the presence of many other distributors which provide retailers with
     Ronson's consumer products. Sales to various units of WalMart in 2001 and
     2000 accounted for 10% of Consolidated Net Sales of the Company and 18% of
     Net Sales of the segment, most of which were to WalMart's distributor
     subsidiary.

          The consumer products are distributed through distributors, food
     brokers, automotive and hardware representatives and mass merchandisers,
     drug chains and convenience stores in the United States and Canada. Ronson
     Consumer Products is a principal supplier of packaged flints and lighter
     fuels in the United States and Canada. These subsidiaries' consumer
     products face substantial competition from other nationally distributed
     products and from numerous local and private label packaged products. Since
     Ronson Consumer Products produces packaged products in accordance with its
     sales forecasts, which are frequently reviewed and revised, inventory
     accumulation has not been a significant factor, and this segment does not
     have a significant order backlog. The sources and availability of raw
     materials for this segment's packaged products are not significant factors.

          Ronson Consumer Products also distributes four lighter products - the
     "RONII" refillable butane lighter; the Ronson "WINDII" liquid fuel
     windproof lighter; the Ronson "Varaflame Ignitor", used for lighting
     fireplaces, barbecues, camping stoves and candles; and the "EURO LITE" blue
     point flame butane lighter, excellent for pipes and cigars. The lighter
     products are marketed in the United States, Canada and Mexico.

          In 1995 Ronson Consumer Products introduced a new lighter product, the
     RONII refillable butane lighter, in both the United States and Canada. The
     RONII is a pocket lighter that meets the child resistant requirements
     issued by the Consumer Product Safety Commission. The RONII is manufactured
     for the Company in Spain and is sold through the Company's distribution
     channels. The RONII is priced competitively but has strong competition from
     several other brands of disposable lighters as well as much lower priced
     unbranded imports from China and other Far Eastern countries.

          In 1997 Ronson Consumer Products introduced a new lighter product, the
     Ronson WINDII windproof lighter, in the United States and Canada. The
     WINDII uses Ronson flints, Ronsonol lighter fuel and Ronson wicks. The
     WINDII faces strong competition from another nationally distributed brand
     and from unbranded imports.

          The Ronson WINDII lighter and Varaflame Ignitor are manufactured in
     China, both in accordance with the engineering and quality specifications
     of the Company. The Company has the exclusive right to market these
     products in the United States, Canada and Mexico, and does so through its
     distribution channels. The Varaflame Ignitor is refillable with Ronson
     butane refills. The Varaflame Ignitor encounters strong competition from
     imported disposable and refillable ignitors.

          In late 1999 Ronson Consumer Products introduced the new EURO LITE
     blue point flame butane lighter, in both the United States and Canada. The
     EURO LITE uses Ronson Multi-Fill butane fuel injectors. It is manufactured
     in China in accordance with the Company's engineering and quality
     specifications. The EURO LITE faces strong competition from other
     nationally distributed brands and unbranded imports.


<PAGE>

          During 2001 the Company developed a refillable ignitor called the
     Ronson AmeroFlame Ignitor. The AmeroFlame Ignitor has a patented child
     resistant/adult friendly mechanism. Its design includes a unique
     see-through refillable fuel tank and is fueled by Ronson Multi-Fill butane
     to light barbecues, fireplaces, candles, lanterns and has many other uses.
     It is packaged and is sold as a single ignitor or in kit form with a 26
     gram Ronson Multi-Fill Butane. In the first half of 2002, the AmeroFlame
     Ignitor is replacing the Varaflame Ignitor.

          (2)  Aviation - Fixed Wing Operations and Services and Helicopter
               ------------------------------------------------------------
               Services
               --------

          Ronson Aviation, Inc. ("Ronson Aviation"), a wholly owned subsidiary
     of the Company, headquartered at Trenton-Mercer Airport, Trenton, New
     Jersey, provides a wide range of general aviation services to the general
     public and to government agencies. Services include air charter, air cargo,
     cargo handling, avionics, management aviation services, new and used
     aircraft sales, aircraft repairs, aircraft fueling, storage and office
     rental. This subsidiary's facility is located on 18 acres, exclusive of
     four acres on which Ronson Aviation has a first right of refusal, and
     includes a 52,000 square foot hangar/office complex, two aircraft storage
     units ("T" hangars) and a 58,500 gallon fuel storage complex (refer to Item
     2-Description of Properties, (3) Trenton, New Jersey). In its passenger and
     cargo services, Ronson Aviation operates a Citation II Jet airplane in
     charter operations. Ronson Aviation is an FAA approved repair station for
     major and minor airframe and engine service and an avionics repair station
     for service and installations. Ronson Aviation is an authorized Raytheon
     Aircraft and Parts Sales and Service Center and a customer service facility
     for Bell Helicopter Textron.

          At December 31, 2001, Ronson Aviation had orders to purchase two new
     aircraft from Raytheon Aircraft Corporation, both of which are for resale.
     The total sales value of these aircraft is approximately $1,780,000. The
     orders are subject to cancellation by Ronson Aviation.

          Ronson Aviation is subject to extensive competition in its air charter
     activities, but Ronson Aviation is the only provider of aviation services
     to the private, corporate and commercial flying public at Trenton-Mercer
     Airport in Trenton, New Jersey.


     ENVIRONMENTAL MATTERS
     ---------------------

          In the conduct of certain of its manufacturing operations, the Company
     is required to comply with various environmental statutes and regulations
     concerning the generation, storage and disposal of hazardous materials.
     Additionally under New Jersey's "ISRA" law, operators of particular
     facilities classified as industrial establishments are required to ensure
     that their facility complies with environmental laws, including
     implementation of remedial action, if necessary, before selling or closing
     a facility.

          In December 1989 the Company adopted a plan to discontinue the
     operations in 1990 of one of its facilities, Prometcor, located in Newark,
     New Jersey, and to comply with ISRA (formerly ECRA) and all other
     applicable laws. In October 1994 Prometcor entered into a Memorandum of
     Agreement with the NJDEP as to its NJDEP related environmental compliance
     activities respecting its Newark facility. As the result of sampling and
     the evaluation of the results by the Company's environmental consultants
     and the NJDEP in 1996 and in the first quarter of 1997, areas of
     contamination in the groundwater below a section of the property were

<PAGE>


     identified. Sampling and delineation have been undertaken and will be
     continuing in this area of the property. The Company's plan to resolve the
     groundwater issue has not yet been approved by the NJDEP. The Company
     expects that long-term monitoring of groundwater will be required. The full
     extent of the remaining costs related to groundwater is not determinable
     until all testing and remediation have been completed and accepted by the
     NJDEP.

          In May 2001 Prometcor received termination of the NRC license held by
     Prometcor. This action was taken by the NRC at Prometcor's request
     following Prometcor's compliance with applicable requirements. In March
     2002 Prometcor received an NFA letter from the NJDEP for all areas of
     concern (except groundwater). With this NRC termination and the NJDEP NFA
     letter, the NRC and NJDEP released the Prometcor property.

          In October 2000 Ronson Aviation completed installation and initial
     testing of monitoring wells in the area where Ronson Aviation had removed
     and abandoned in place its former fuel tanks. Ronson Aviation's
     environmental advisors believe that the preliminary results of the testing
     indicate that no further testing should be required. The final extent of
     costs cannot be determined until the results of testing have been completed
     and accepted by the NJDEP. Therefore, the amount of additional costs, if
     any, cannot be fully determined at this time, but management believes that
     the effect will not be material.

          The Company believes that compliance with environmental laws and
     regulations will not have a material effect upon the Company's future
     capital expenditures or competitive position.

     PATENTS AND TRADEMARKS
     ----------------------

          The Company maintains numerous patents and trademarks for varying
     periods in the United States, Canada, Mexico and a limited number of other
     countries. While both industry segments may benefit from the Company's name
     as a registered trademark, the patents and trademarks which are held
     principally benefit the consumer products segment of the Company's
     business.


     SEASONALITY AND METHODS OF COMPETITION
     --------------------------------------

          No material portion of the Company's business is seasonal. The Company
     uses various methods of competition as appropriate in both of its industry
     segments, such as price, service and product performance.


     RESEARCH ACTIVITIES
     -------------------

          The Company's consumer products segment expensed approximately
     $227,000, $288,000 and $232,000 during the fiscal years ended December 31,
     2001, 2000 and 1999, respectively, on research activities relating to the
     development of new products and the improvement of existing products, all
     of which were Company sponsored.


<PAGE>

     NUMBER OF EMPLOYEES
     -------------------

          As of December 31, 2001, the Company and its subsidiaries employed a
     total of 113 persons.


     CUSTOMER DEPENDENCE
     -------------------

          See above under "Consumer Products".

     SALES AND REVENUES
     ------------------

          The following table sets forth the percentage of total sales
     contributed by each of the Company's classes of similar products which
     contributed to total sales during the last three fiscal years.

                                  Consumer         Aviation Operations
                                  Products             and Services
                                  --------             ------------

          2001                       55%                   45%

          2000                       57%                   43%

          1999                       65%                   35%

     (d)  Financial Information About Geographic Areas

          Refer to Note 12 of the Notes to Consolidated Financial Statements.


     Item 2 - DESCRIPTION OF PROPERTIES
     ----------------------------------

          The following list sets forth the location and certain other
     information concerning the Company's manufacturing and office facilities.
     The Company's facilities are in relatively modern buildings which were
     designed for their present purpose. The Company believes its manufacturing
     and other facilities to be suitable for the operations conducted. In the
     list below, "medium" facilities are those which have between 20,000 and
     100,000 square feet; and "small" facilities are those which have less than
     20,000 square feet.

          The facilities in Woodbridge, New Jersey, and Canada comprise the
     consumer products segment. The Trenton, New Jersey, facilities are used by
     the aviation services segment.

          (1)  Woodbridge, New Jersey

          Facilities included in (a) and (b) below are owned subject to first
     and second mortgages in favor of Fleet Capital Corporation.

          (a) One medium facility for manufacturing consumer products. This
     facility is owned and is constructed of brick, steel and cinder block.

          (b) One small facility for storage. This facility is owned and is
     constructed of metal, cinder block and cement.

          (2) Somerset, New Jersey

          One small facility for executive and consumer products offices. This
     facility is subject to a lease which expires in June 2006. The facility is
     constructed of metal, cinder block and cement.

          (3)  Trenton, New Jersey


<PAGE>

          (a) One medium facility for fixed wing operations and services and
     helicopter services, sales and office space leased to others. This building
     is owned and is constructed of steel and concrete. The land on which this
     building is located is leased under a leasehold with six five-year terms
     automatically renewed, with the last five-year term expiring in November
     2007. The lease may be extended for five additional five-year terms through
     November 2032, provided that during the five-year term ending November
     2007, Ronson Aviation invests $1,500,000 in capital improvements.

          (b) One medium facility - "T" hangars. These structures are owned and
     are constructed of aluminum and concrete. The land upon which these
     structures are located is leased under a leasehold on the same terms as in
     3 (a) above.

          (4) Mississauga, Ontario, Canada

          One small facility for sales and marketing, distribution center and
     storage. This facility is subject to a lease which expires in March 2006.
     This facility is constructed of brick and cinder block.

          (5) Newark, New Jersey

          One parcel of vacant land. Operations of these facilities have
     terminated. The Company has entered into a contract for the sale of the
     parcel upon completion of environmental clearance.


     Item 3 - LEGAL PROCEEDINGS
     --------------------------

          The Company is involved in various product liability claims. The
     claimants have claimed unspecified damages. 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 these matters. However,
     based on facts currently available, management believes that damages
     awarded, if any, would be well within existing insurance coverage.

     RONSON CORPORATION v. THE HOME INDEMNITY COMPANY, ET AL
     -------------------------------------------------------

          In the third quarter of 1999, the Company filed a lawsuit in the
     Superior Court of New Jersey Law Division : Essex County against a number
     of its former general liability insurance carriers seeking recovery for
     environmental investigation and remediation costs incurred and anticipated
     at various locations, primarily Prometcor. In 2000 and 2001 the Company
     reached agreement with most of the carriers totalling approximately
     $1,200,000. In March 2002 the Company reached settlement with the final
     insurance carrier in the amount of $600,000. (Refer to Notes 2 and 16 of
     the Notes to Consolidated Financial Statements.)

          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. The Company and the USEPA settled the matter in the fourth quarter of
     2001. The settlement did not have a material effect on the Company's
     financial condition or results of operations.

<PAGE>


     Gary & Margaret Minnich vs. Ronson Consumer Products Corporation and
     --------------------------------------------------------------------
     Walmart Stores East, Inc.
     -------------------------

          In March 2002 Ronson Consumer Products Corporation was advised that it
     is the Defendant in a product liability lawsuit pending in the Circuit
     Court for Washington County, Maryland, in which Plaintiffs seek damages for
     an incident that allegedly occurred in February 1999, when a cigarette
     lighter allegedly distributed by the Company allegedly ignited the clothing
     of Gary Minnich. The case was filed in February 2002. The Plaintiffs seek
     substantial damages and discovery has not begun. Claimants have not
     submitted any information or evidence in support of any aspect of their
     claim. Management believes that the claim is without merit and a loss, if
     any, would be well within the limits of insurance coverage.


     Item 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
     ------------------------------------------------------------

          (a) At the Company's Annual Stockholders' Meeting (the "Meeting") on
     November 27, 2001, the matters set forth in the Company's 2001 Notice of
     Meeting and Proxy Statement, which is incorporated herein by reference,
     were submitted to the Company's stockholders.

          (b) Messrs. Robert A. Aronson, Erwin M. Ganz and Justin P. Walder were
     elected as Class II directors for three-year terms by 85.4% or more of the
     votes cast at the Meeting.

          (c) The adoption of the Ronson Corporation 2001 Incentive Stock Option
     Plan was approved by 84.6% of the votes cast at the Meeting.

          (d) The appointment of Demetrius & Company, L.L.C., independent
     auditors, to audit the consolidated financial statements of the Company for
     the year 2001 was ratified by 88.9% of the votes cast at the Meeting.

          The number of affirmative votes, negative votes and abstentions on
     each matter is set forth in the Report of Inspectors of Election, a copy of
     which is attached hereto as Exhibit 99(a).


                                     PART II
                                     -------

     Item 5 - MARKET FOR THE COMPANY'S COMMON STOCK AND RELATED
     ----------------------------------------------------------
              STOCKHOLDER MATTERS
              -------------------

          a) The principal market for trading in Ronson common stock is the
     Nasdaq SmallCap Market. Market data for the last two fiscal years are
     listed below for information and analysis. The data presented reflect
     inter-dealer prices, without retail markup, markdown or commission and may
     not necessarily represent actual transactions.

        2001
        --------------------------------------------------
        Quarter            1st      2nd      3rd      4th
        --------------------------------------------------
        High Bid          $2.06    $1.88    $1.60    $1.76
        Low Bid           $1.38    $1.04    $ .90    $1.05

        2000
        --------------------------------------------------
        Quarter            1st      2nd      3rd      4th
        --------------------------------------------------
        High Bid          $2.50    $2.50    $2.13    $2.06
        Low Bid           $1.88    $1.94    $2.00    $1.06


<PAGE>

          b) At February 28, 2002, there were 2,409 stockholders of record of
     the Company's common stock.

          c) No dividends were declared or paid on the Company's common stock in
     the two years ended December 31, 2001.


     Item 6 - SELECTED FINANCIAL DATA
     --------------------------------

          The information required by this Item is filed with this report on
     page 32 and is incorporated herein by reference.







     Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
     --------------------------------------------------------------------
                     AND RESULTS OF OPERATIONS
                     -------------------------

     RESULTS OF OPERATIONS
     ---------------------

     2001 Compared to 2000

          The Company's Net Earnings in 2001, after non-recurring items, were
     $531,000, an increase of 22% from $434,000 in 2000.

          The Company's Net Sales increased by 4% to $29,020,000 in 2001
     compared to $28,008,000 in 2000. The Net Sales in 2001 included sales of
     $1,350,000 for two charter aircraft at Ronson Aviation.

          The Company's Earnings from Continuing Operations before Interest,
     Other Items, and Non-recurring Items were $1,733,000 in the year 2001, an
     increase of $285,000 or 20%, over $1,448,000 in the year 2000.

          The Company's Earnings from Continuing Operations before Income Taxes
     and Non-recurring Items increased to $1,088,000 in the year 2001 from
     $568,000 in 2000, an increase of 92%.

     Ronson Consumer Products
     ------------------------
     (in thousands)
                                                        Year Ended
                                                        December 31,
                                                      2001        2000
                                                      ----        ----

     Net sales                                     $ 16,024    $ 16,081
     Earnings before interest, other items,
       intercompany charges, and taxes                1,952       1,967
     Earnings before intercompany charges
       and taxes                                      1,755       1,696

           Net Sales of consumer products at Ronson Consumer Products were
     nearly unchanged in 2001 compared to 2000. Cost of Sales, as a percentage
     of Net Sales, at Ronson Consumer Products was unchanged at 54% in 2001 and
     in 2000. Selling, Shipping and Advertising Expenses and General and
     Administrative Expenses, as a percentage of Net Sales, were slightly lower
     at 32% in 2001 from 33% in 2000.

           Interest Expense at Ronson Consumer Products decreased by $77,000 to
     $172,000 in 2001 from 2000 due to decreases in the prime rate of interest
     and to lower average debt levels.

<PAGE>

     Ronson Aviation
     ---------------
     (in thousands)
                                                        Year Ended
                                                        December 31,
                                                      2001        2000
                                                      ----        ----

     Net sales                                     $ 12,996    $ 11,927
     Earnings before interest, other items,
       intercompany charges, and taxes                1,518         928
     Earnings before intercompany charges
       and taxes                                      1,316         587
     Non-recurring income (loss)                       (232)        110

           Net Sales at Ronson Aviation increased by 9% in 2001 from 2000,
     primarily due to increased fuel sales and sales of $1,350,000 for two turbo
     prop C-99 charter aircraft, offset by decreases in sales of other aircraft
     and of C-99 charter services. The sale of the two C-99 aircraft reduced the
     Company's long-term debt by $704,000 and fixed assets by $1,490,000 and
     improved its working capital by about $720,000. The increased sales of
     aviation fuel in 2001 were due primarily to increased fuel volume sold.

           Ronson Aviation's Cost of Sales, as a percentage of Net Sales,
     decreased to 77% in 2001 as compared to 81% in 2000. The decrease in the
     Cost of Sales percentage in 2001 was primarily due to the change in mix of
     products sold.

           Ronson Aviation's Selling, Shipping and Advertising Expenses and
     General and Administrative Expenses, as a percentage of Net Sales, were
     unchanged at 8% in 2001 and 2000.

           The non-recurring item in 2001 relates to the sale of Ronson
     Aviation's two turbo prop C-99 charter aircraft and the related reduction
     in personnel. Sales in the year 2001 included the proceeds of $1,350,000
     from the sale of the two charter aircraft. The 2001 Non-recurring Loss of
     $232,000 consisted of a loss on the two C-99 aircraft sales of $140,000 and
     the related costs of $92,000. The Company will continue to operate its
     Citation II Jet in its charter operations. Other than costs related to
     ceasing use of the two C-99 aircraft and the aircraft sales in the fourth
     quarter of 2001, management does not expect a material effect on the
     Company's future results of operations.

           Interest Expense at Ronson Aviation decreased by $131,000 to $198,000
     in 2001 due to decreases in the prime rate of interest and to reduced debt.


     Other Items
     -----------

           The General and Administrative Expenses of Corporate and Others were
     higher in 2001 as compared to 2000 primarily due to higher pension expense
     as the result of increased amortization related to pension asset reductions
     in 2000.


     Discontinued Operations
     -----------------------

<PAGE>

           The Loss from Discontinued Operations included the costs recorded by
     the Company related to the discontinuance of Prometcor, as follows (in
     thousands):

                                               Year Ended December 31,
                                              2001      2000      1999
                                              ----      ----      ----

        Insurance recovery income            $  175    $   645   $   --
        Discontinuance costs accrued            175        645       763
                                             ------    -------   -------
                                                 --         --       763
        Deferred income tax benefits             --         --      (277)
                                             ------    -------   -------
        Loss from discontinued operations    $   --    $    --   $   486
                                             ======    =======   =======

           In 1990 the Company discontinued the operations of its wholly owned
     subsidiary, Ronson Metals Corporation, subsequently renamed Prometcor, Inc.
     ("Prometcor"). Upon the cessation of operations in 1990, Prometcor began
     its compliance with the environmental requirements of the New Jersey
     Environmental Cleanup Responsibility Act ("ECRA"), now known as the
     Industrial Site Recovery Act ("ISRA"), administered by the New Jersey
     Department of Environmental Protection ("NJDEP") and other applicable laws
     with the objective of selling the land and existing buildings previously
     used in the discontinued operations. The discontinuance of operations also
     required the termination of a United States Nuclear Regulatory Commission
     ("NRC") license.

           In 2001 and to date in 2002, Prometcor made substantial progress in
     the environmental clearance of its property in Newark, N.J. In May 2001 the
     NRC released the last remaining parcel for unrestricted use. A similar
     release of this parcel was received from the NJDEP in March 2002.
     Prometcor's manufacturing buildings had stood on this site. The sale of
     this final parcel of the property will be closed under the existing sales
     contract for about $295,000. The sale of the property is expected to
     proceed in the next few months with the Company retaining responsibility
     for the groundwater-related activities.

           The Company's plan to resolve groundwater issues has not yet been
     approved by the NJDEP. Further testing completed in 2000 resulted in
     increased estimates of the range of costs to be incurred. These costs will
     be incurred over an extended number of years. In calculating and accruing
     these costs, the Company has discounted the costs to the present value.

           While making this progress to complete clearance of the property,
     Prometcor incurred greater than anticipated costs primarily due to the
     greater quantity of soil removed and disposed of at a licensed disposal
     facility, and an extended period of time to satisfy all regulatory
     requirements. Due to the increased costs incurred and anticipated,
     Prometcor accrued additional costs of $175,000 in the fourth quarter of
     2001, offset by the insurance recovery income.

           Since the termination of Prometcor's business operations in 1990, the
     total costs and expenses related to discontinued operations less the
     expected gain from the eventual sale of Prometcor's assets, have been
     estimated, based on the latest available information, to be about
     $7,350,000. These estimated costs and expenses consist of: Prometcor's
     expenses for the completion of compliance with the NJDEP and NRC
     environmental regulations; the termination of Prometcor's business
     operations; environmental consulting costs, legal and other professional
     fees; and costs for the maintenance of the Prometcor property, including
     insurance and taxes. These costs and expenses, net of deferred income tax
     benefits, have been charged against the Company's Loss from Discontinued
     Operations and Net Earnings (Loss) between the beginning of

<PAGE>


     1990 and year end 2001. The liability for these estimated costs and
     expenses as recorded in the financial statements at December 31, 2001, was
     based, in accordance with normal accounting practices, on the lower limit
     of the range of costs as projected by the Company and its consultants. The
     estimated upper limit of the range of costs is approximately $600,000 above
     the lower limit.

           The full extent of the costs and time required for completion of the
     NJDEP environmental clearance is not determinable until the remediation and
     confirmatory testing of the properties have been completed and accepted by
     the NJDEP.

           In the second half of 1999, the Company filed a lawsuit against
     twelve of its former general liability insurance carriers seeking recovery
     of environmental investigation and remediation costs incurred and
     anticipated at various locations, primarily Prometcor. In 2000 and 2001 the
     Company reached settlement agreements with eleven of the twelve insurance
     carriers involved. These settlements totalled approximately $1,230,000.
     Based on the settlements in 2001 and 2000, in the fourth quarter of 2001,
     Prometcor recognized insurance recovery income in the amount of about
     $175,000, net of related costs.

           On March 6, 2002, the Company reached a settlement with the last
     remaining insurance company in the above matter. This last settlement was
     in the amount of $600,000. After related costs, the Company expects to
     recognize Income From Discontinued Operations in the first quarter of 2002
     of $285,000 before income taxes and $170,000 after income taxes due to this
     settlement.

     2000 Compared to 1999

           The Company's Net Sales increased in 2000 by 13% to $28,008,000 from
     $24,696,000 in 1999.

           The Company's Earnings from Continuing Operations before Interest and
     Other Items increased to $1,558,000 in 2000 as compared to $1,198,000 in
     1999, an increase of $360,000 or 30%.

           The Company's Earnings from Continuing Operations before Income Taxes
     also increased substantially in 2000 to $678,000, an increase of 74% from
     $390,000 in 1999.

           The Company's Net Earnings of $434,000 in the year 2000 increased by
     over $600,000 compared with the Net Loss of $194,000 in 1999, which
     included a loss of $486,000 from Prometcor's discontinued operations.

     Ronson Consumer Products
     ------------------------
     (in thousands)
                                                        Year Ended
                                                        December 31,
                                                      2000        1999
                                                      ----        ----

     Net sales                                     $ 16,081    $ 16,096
     Earnings before interest, other items,
       intercompany charges, and taxes                1,967       2,557
     Earnings before intercompany charges
       and taxes                                      1,696       2,326
     Non-recurring charges                               --        (187)

           Net Sales of consumer products at Ronson Consumer Products were
     unchanged in 2000 compared to 1999. Cost of Sales, as a percentage of Net
     Sales, at Ronson Consumer Products increased to 54% in 2000 compared
<PAGE>


     to 51% in 1999 primarily due to increases in 2000 in the cost of materials
     primarily related to the Company's Ronsonol fuel and Multi-Fill butane
     products due to rising oil prices, in research and development, and in
     costs related to the ignitor utility lighter. Selling, Shipping and
     Advertising Expenses and General and Administrative Expenses, as a
     percentage of Net Sales, increased slightly to 33% in 2000 from 32% in 1999
     primarily due to increases in selling expenses in 2000. The non-recurring
     charge of $187,000 in 1999 was the adverse effect of the voluntary
     short-term withdrawal of the ignitor from the Canadian market in 1999.

           Interest Expense at Ronson Consumer Products increased by $43,000 to
     $249,000 in 2000 primarily due to increases in the prime rate.

     Ronson Aviation
     ---------------
     (in thousands)
                                                        Year Ended
                                                        December 31,
                                                      2000        1999
                                                      ----        ----

     Net sales                                     $ 11,927    $  8,600
     Earnings before interest, other items,
       intercompany charges, and taxes                  928         398
     Earnings before intercompany charges
       and taxes                                        587          52
     Non-recurring income                               110          --

           Net Sales at Ronson Aviation increased by 39% in 2000 from 1999,
     primarily due to increased aircraft sales, increased fuel sales, and
     increased sales of charter services. The increased sales of aviation fuel
     in 2000 was due both to increased fuel volume sold and to higher fuel
     selling prices.

           Ronson Aviation's Cost of Sales, as a percentage of Net Sales,
     increased to 81% in 2000 as compared to 80% in 1999. The increase in the
     Cost of Sales percentage in 2000 was primarily due to the change in mix of
     products sold and to higher fuel costs.

           Ronson Aviation's Selling, Shipping and Advertising Expenses and
     General and Administrative Expenses, as a percentage of Net Sales, were
     reduced to 8% in 2000 from 11% in 1999 primarily due to the increased sales
     in 2000.

           The non-recurring income of $110,000 at Ronson Aviation in 2000 was
     due to settlement of an insurance claim related to a 1998 fuel spill. In
     the third quarter of 2000, Ronson Aviation settled the claim for about
     $144,000 and recorded income of $110,000, net of related costs. In 1998
     Ronson Aviation had recognized costs of $135,000 related to the third
     quarter 1998 fuel spill.


     Other Items
     -----------

           The General and Administrative Expenses of Corporate and Others were
     reduced in 2000 primarily due to lower legal expenses.

           The Income Tax Provisions (Benefits)-Net increased by $146,000 from
     1999 to 2000 primarily due to the Company's increased usage of prior net
     operating loss carryforwards in 2000.
<PAGE>


     Discontinued Operations
     -----------------------

           In 2000 Prometcor made substantial progress in the environmental
     clearance of its property in Newark, N.J. In February 2000 the NRC released
     one of the two remaining parcels for unrestricted use. A similar release of
     this parcel for unrestricted use was received from the NJDEP in August
     2000. This parcel was sold under an existing sales contract for about
     $200,000. In the fourth quarter of 2000 and January 2001, all remaining
     radiologically contaminated soil was excavated and sent to a licensed
     disposal site. In addition, the plan relating to non-radiological cleanup
     and clearance of the soil was approved by the NJDEP.

           While making this progress to complete clearance of the property,
     Prometcor incurred greater than anticipated costs primarily due to the
     greater quantities of soil removed and disposed of at a licensed disposal
     facility, increased estimates of future groundwater-related activities, and
     the extended period of time to complete clearance. Because of these
     increases in costs incurred and anticipated, Prometcor took additional
     accruals of $645,000 in 2000.

     INCOME TAXES

           In accordance with Statement of Financial Accounting Standards
     ("SFAS") #109, "Accounting for Income Taxes", in 2001, 2000 and 1999 the
     Company recognized deferred income tax expenses of $320,000, $236,000, and
     $53,000, respectively, related to continuing operations primarily due to
     the Earnings from Continuing Operations before Taxes. The Company
     recognized deferred income tax benefits related to discontinued operations
     of $277,000 in 1999 as the result of the accruals of costs related to the
     discontinued operations.

           Current income taxes in the years ended December 31, 2001 and 2000,
     of $322,000 and $375,000, respectively, were presented net of credits
     arising from the utilization of available tax losses and loss carryforwards
     in accordance with SFAS #109. In 2001, 2000, and 1999, current income tax
     expenses were as follows (in thousands):


                                              Year Ended December 31,
                                          2001         2000        1999
                                          ----         ----        ----
             Federal                      $  5         $ --        $ --
             State                         (11)           8          45
             Foreign                        11           --          --
                                          ----         ----        ----
                        Total             $  5         $  8        $ 45
                                          ====         ====        ====

           At December 31, 2001, the Company had net operating loss
     carryforwards for federal income tax purposes of approximately $4,350,000
     and alternative minimum tax credit carryforwards of $75,000. (Refer to Note
     3 of the Notes to Consolidated Financial Statements.)


     FINANCIAL CONDITION
     -------------------

           The Company's working capital was increased substantially to $233,000
     at December 31, 2001, as compared to a deficiency in working capital of
     $1,147,000 at December 31, 2000. The improvement of $1,380,000 in working
     capital in 2001 was primarily due to the Company's Net Earnings and
     $720,000 from the sale of two charter aircraft by Ronson Aviation described
     in more detail above.

<PAGE>


           The Company's Stockholders' Equity was $2,872,000 at December 31,
     2001, compared to $2,898,000 at December 31, 2000. The small change in 2001
     Stockholders' Equity was primarily due to the Net Earnings in 2001 of
     $531,000, substantially offset by a loss, net of related income tax
     benefits, in the Minimum Pension Liability Adjustment component of
     Accumulated Other Comprehensive Loss. This loss consisted of a loss on the
     pension plan assets, an actuarial loss related to plan benefit experience,
     and a loss due to a lower interest rate.

           The Company's cash balances increased substantially in 2001 to
     $689,000 from $81,000 in 2000, and the Company's short-term debt decreased
     to $858,000 in 2001 from $1,697,000 in 2000. These improvements were both
     primarily due to the Net Earnings in 2001, the sales by Ronson Aviation of
     the two charter aircraft and the proceeds from the insurance settlements
     related to the Prometcor groundwater costs.

           The Increase in Cash from Changes in Inventories of $1,762,000 in
     2001 was primarily due to the sale of the two C-99 charter aircraft by
     Ronson Aviation, for a total of $1,350,000. The aircraft had been
     transferred to inventory from fixed assets at the book value of $1,490,000.
     In 2000 the Increase in Cash from Changes in Inventories and the Payments
     of Short-Term Debt were primarily due to a decrease in aircraft inventory
     at Ronson Aviation of $1,854,000. The Ronson Aviation aircraft inventory
     had increased in the fourth quarter of 1999, and the increase was financed
     with short-term debt.

           Accounts payable were reduced by $574,000 to $1,593,000 at December
     31, 2001, primarily due to the timing of purchases and payments and to the
     usage of a portion of the proceeds from the sale of two Ronson Aviation
     charter aircraft discussed above.

           The Payments of Long-Term Debt in 2001 were $1,139,000 as compared to
     $440,000 in 2000 primarily because $704,000 of the proceeds from the sales
     of the two Ronson Aviation charter aircraft was utilized to pay the loans
     financing the aircraft.

          Based on the amount of the loans outstanding and the levels of
     accounts receivable and inventory at December 31, 2001, Ronson Consumer
     Products had unused borrowings available at December 31, 2001, of about
     $718,000 under the Fleet Capital Corporation ("Fleet") and Canadian
     Imperial Bank of Commerce lines of credit. Based on the level of accounts
     receivable, Ronson Aviation had unused borrowings of about $247,000 under
     the Fleet line of credit at December 31, 2001.

           The decrease in Current Assets of Discontinued Operations in 2001 was
     primarily due to the collection of receivables for the insurance recovery
     discussed above. The decrease in Current Liabilities of Discontinued
     Operations in 2001 was primarily due to the use of insurance proceeds to
     pay for costs previously accrued as substantial progress was made in
     completing environmental clearance of the Prometcor property. This was
     partially offset by the accrual of $175,000 of additional expected
     environmental costs at Prometcor, as described above.

           In the third quarter of 2001, the Company settled for $100,000 a
     Superfund Site matter with the United States Environmental Protection
     Agency ("USEPA"). In September 1998 the Company received a "de minimis"
     settlement offer ("Settlement Offer") from the 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"). 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 for waste disposed of prior

<PAGE>

     to 1980 at a landfill at the Site. The matter was settled in September
     2001, and the settlement did not have a material effect on the Company's
     results of operations or financial condition.

           The Company has continued to meet its obligations as they have
     matured and management believes that the Company will continue to meet its
     obligations through internally generated funds from future net earnings and
     depreciation, current and future borrowing availability under established
     external financial arrangements, potential additional sources of financing
     and existing cash balances.

           The Company's revolving lines of credit between Fleet, RCPC and
     Ronson Aviation are due to expire on June 30, 2002. The Company is
     currently involved in discussions with Fleet to extend the lines of credit.
     Management expects to extend the lines of credit for at least an additional
     two years on terms comparable to or more favorable than are included in the
     current loan agreements.

           The Company's capital commitments including long-term debt and leases
     are discussed more fully in Notes 5 and 6 of the Notes to Consolidated
     Financial Statements. A summary of the maturities of contractual
     obligations and other commitments is as follows (in thousands):

                                       Payments Due by Period
                         ---------------------------------------------------
     Contractual                  Less than       2-3       4-5       After
     Obligations         Total     1 year        years     years     5 years
     -----------         -----     ------        -----     -----     -------

     Long-term debt      3,003       347         2,544        56         56
     Capital lease
      obligations          126        41            74        11         --
     Operating leases    1,213       315           539       359         --
     Other long-term
      obligations (1)    2,471       929         1,542        --         --
                         -----     -----         -----     -----      -----
     Total contractual
      obligations        6,813     1,632         4,699       426         56
                         =====     =====         =====     =====      =====
     Pension obliga-
      tions (2)                        7         1,751       571        (2)
                                   =====         =====     =====

     (1)  Other long-term obligations include amounts due under employment
          agreements, a consulting agreement and a stock option agreement.

     (2)  The payments of pension obligations assume necessary required
          contributions are made annually and that the plan incurs no actuarial
          or asset gains or losses. Any actuarial gains and losses cannot be
          estimated at this time. An estimate of the pension obligations beyond
          five years is not possible.

           Other commercial commitments include outstanding letters of credit of
     $49,000 for the importation of consumer products and of a $60,000 standby
     letter of credit related to Ronson Aviation aircraft on order from Raytheon
     Aircraft Corporation.

           The Company has no off-balance sheet financing arrangements other
     than the operating leases discussed above, no guarantees of the obligations
     of others, and no unconsolidated subsidiaries or special purpose entities.

     RECENT ACCOUNTING PRONOUNCEMENTS

           In June 2001 the Financial Accounting Standards Board ("FASB") issued
     SFAS No. 141, "Business Combinations" and SFAS No. 142, "Goodwill and Other
     Intangible Assets". These Statements become effective for the

<PAGE>


     Company on January 1, 2002. In addition, in June 2001 the FASB issued SFAS
     No. 143, "Accounting for Asset Retirement Obligations", effective for years
     beginning after June 15, 2002, and in August 2001 SFAS No. 144, "Accounting
     for Impairment or Disposal of Long-Lived Assets", effective for years
     beginning after December 15, 2001. Management has reviewed the Statements
     and does not believe the Statements will have a material effect on the
     Company's financial position or results of operations.


     FORWARD-LOOKING STATEMENTS

           This Management's Discussion and Analysis of Operations and other
     sections of this report contain forward-looking statements that anticipate
     results based on management's plans that are subject to uncertainty. The
     use of the words "expects", "plans", "anticipates" and other similar words
     in conjunction with discussions of future operations of financial
     performance identifies these statements.

           Forward-looking statements are based on current expectations of
     future events. The Company cannot ensure that any forward-looking statement
     will be accurate, although the Company believes that it has been reasonable
     in its expectations and assumptions. Investors should realize that if
     underlying assumptions prove inaccurate or that unknown risks or
     uncertainties materialize, actual results could vary materially from our
     projections. The Company assumes no obligation to update any
     forward-looking statements as a result of future events or developments.

           Investors are cautioned not to place undue reliance on such
     statements that speak only as of the date made. Investors also should
     understand that it is not possible to predict or identify all such factors
     and should not consider this to be a complete statement of all potential
     risks and uncertainties.


     Item 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
     --------------------------------------------------------------------

           The Company is exposed to changes in prevailing market interest rates
     affecting the return on its investments, but does not consider this
     interest rate market risk exposure to be material to its financial
     condition or results of operations. The Company invests primarily in highly
     liquid debt instruments with strong credit ratings and very short-term
     (less than 90 days) maturities. The carrying amount of these investments
     approximates fair value.

           All of the Company's short-term debt carries a variable rate of
     interest, and, therefore, the carrying value of the short-term debt
     approximates fair value. The Company's outstanding long-term debt as of
     December 31, 2001, consisted of indebtedness in the amount of $1,229,000
     with a variable rate of interest and $1,774,000 with a fixed rate of
     interest which is not subject to change based upon changes in prevailing
     market interest rates.

           Under its current policies, the Company does not use derivative
     financial instruments, derivative commodity instruments or other financial
     instruments to manage its exposure to changes in interest rates, foreign
     currency exchange rates, commodity prices or equity prices.

<PAGE>

     Item 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
     ----------------------------------------------------

         Financial statements required by this item are included in Item 14.
<PAGE>

     Item 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
     ---------------------------------------------------------
              ACCOUNTING AND FINANCIAL DISCLOSURE
              -----------------------------------

         There were no disagreements with accountants in the years ended
     December 31, 2001, 2000, and 1999.


                                    PART III
                                    --------

     Item 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY, COMPLIANCE
     ---------------------------------------------------------------------
               WITH SECTION 16(a) OF THE EXCHANGE ACT
               --------------------------------------

     (a) Identification of directors.

         The following table indicates certain information about the Company's
     seven (7) directors:
<TABLE>
<CAPTION>

                                                        Positions and Offices
                                                         with Company
                                                        Presently Held (other
                                                        than that of Director);
                              Period                     Business Experience
                              Served    Term as         During Past Five Years
                                as      Director        (with Company unless
 Name of Director     Age     Director  Expires         otherwise noted)
 ----------------     ---     --------  -------         ----------------
<S>                    <C>    <C>        <C>            <C>
 Louis V. Aronson II   79     1952-      2002           President & Chief
                              Present                   Executive Officer; Chairman
                                                        of Executive Committee;
                                                        Member of Nominating
                                                        Committee.

 Robert A. Aronson     52     1993-      2004           Member of Audit Committee
                              Present                   through March 14, 2002;
                                                        Managing Member of Independence
                                                        Leather, L.L.C., Mountainside, NJ, the principal
                                                        business of which is the import of leather
                                                        products,  1996 to present; son of the President
                                                        & Chief Executive Officer of the Company.

 Erwin M. Ganz         72     1976-      2004           Member of Executive
                              Present                   Committee and Nominating
                                                        Committee; Consultant
                                                        for the Company, 1994 to
                                                        present; Executive Vice- President-Industrial
                                                        Operations, 1975 to 1993; Chief Financial Officer,
                                                        1987 to 1993.

 I. Leo Motiuk         56     December   2002           Member of Audit Committee
                              1999 -                    beginning March 14, 2002;
                              Present                   Attorney; Former partner
                                                        in Shanley Fisher, P.C.,
                                                        Attorneys at Law, Morris-
                                                        town, NJ.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                                        Positions and Offices
                                                         with Company
                                                        Presently Held (other
                                                        than that of Director);
                              Period                     Business Experience
                              Served    Term as         During Past Five Years
                                as      Director        (with Company unless
 Name of Director     Age     Director  Expires         otherwise noted)
 ----------------     ---     --------  -------         ----------------

<S>                    <C>    <C>        <C>            <C>
Gerard J. Quinnan      73     1996-      2003           Member of Audit Committee;
                              Present                   Consultant for the Company,
                                                        1990 to present; Vice
                                                        President-General Manager of Ronson Consumer
                                                        Products Corporation, 1981 to 1990.

Justin P. Walder       66     1972-      2004           Secretary; Assistant Cor-
                              Present                   poration Counsel; Member of
                                                        Executive Committee and
                                                        Nominating Committee;
                                                        Principal in Walder, Hayden
                                                        & Brogan, P.A., Attorneys
                                                        at Law, Roseland, NJ.

 Saul H. Weisman       76     1978-      2003           Member of Executive
                              Present                   Committee and Audit
                                                        Committee; Retired
                                                        President, Jarett
                                                        Industries, Inc., Cedar
                                                        Knolls, NJ, the principal
                                                        business of which is the
                                                        sale of hydraulic and
                                                        pneumatic equipment to
                                                        industry, 1955 to 1997.
</TABLE>


         No director also serves as a director of another company registered
     under the Securities Exchange Act of 1934.

     (b) Identification of executive officers.

         The following table sets forth certain information concerning the
     executive officers of the Company, each of whom is serving a one-year term
     of office, except Mr. Louis V. Aronson II, who is a party to an employment
     contract with the Company which expires on December 31, 2004:



                                                   Positions and Offices
                                Period Served          with Company;
       Name            Age      as Officer         Family Relationships
       ----            ---      ----------         --------------------

Louis V. Aronson II    79        1953-       President & Chief Executive
                                 Present     Officer; Chairman of
                                             Executive Committee; Director.

Daryl K. Holcomb       51        1996-       Vice President & Chief Financial
                                 Present     Officer, Controller & Treasurer.

                                 1993-1996   Chief Financial Officer, Controller
                                             & Treasurer;

                                 1988-1993   Controller & Treasurer; None.

Justin P. Walder       66        1989-       Secretary;
                                 Present

                                 1972-       Assistant Corporation Counsel;
                                 Present     Director; None.

         Messrs. L.V. Aronson and Holcomb have been employed by the Company
     in executive and/or professional capacities for at least the five-year
     period immediately preceding the date hereof.  Mr. Walder has been
     Assistant Corporation Counsel and a director of the Company and a
     principal in Walder, Hayden & Brogan, P.A., Attorneys at Law, for at
     least the five-year period immediately preceding the date hereof.

     (c) Section 16(a) Beneficial Ownership Reporting Compliance

         Under Securities and Exchange Commission ("SEC") rules, the Company is
     required to review copies of beneficial ownership reports filed with the
     Company which are required under Section 16(a) of the Exchange Act by
     officers, directors and greater than 10% beneficial owners. Based solely on
     the Company's review of forms filed with the Company, the Company believes
     no information is required to be reported under this item.


     Item 11 - EXECUTIVE COMPENSATION
     --------------------------------

     SUMMARY COMPENSATION TABLE

          The Summary Compensation Table presents compensation information for
     the years ended December 31, 2001, 2000, and 1999, for the Chief Executive
     Officer and the other executive officer of the Company whose salary and
     bonus exceeded $100,000.
<PAGE>


                           SUMMARY COMPENSATION TABLE
                           --------------------------
                                                            Long-Term
                                                            Compensa-    All
                                      Annual Compensation     tion      Other
        Name and                      -------------------     ----     Compen-
        Principal                     Salary        Bonus    Options/  sation
        Position              Year     ($)         ($)(1)    SARS (#)  ($)(2)
        --------              ----     ---         ------    --------  ------


    Louis V. Aronson II       2001   $606,119     $59,755   22,500    $14,305
        President & Chief     2000    566,466      47,990       --     13,150
        Executive Officer     1999    529,408      42,484    7,500     12,950

    Daryl K. Holcomb          2001    155,500      21,234   10,000      3,400
        Vice President &      2000    148,500      17,293       --      3,266
        Chief Financial       1999    138,500      14,800    4,500      3,119
        Officer, Controller
        and Treasurer



     Footnotes
     ---------

     (1)  The compensation included in the bonus column is an incentive payment
          resulting from the attainment by the Company's operating subsidiaries
          of certain levels of net sales and profits before taxes.

     (2)  In 2001 All Other Compensation included matching credits by the
          Company under its Employees' Savings Plan (Mr. L.V. Aronson, $3,400;
          Mr. Holcomb, $3,400;) and the cost of term life insurance included
          in split-dollar life insurance policies (Mr. L.V. Aronson, $10,905).


     OPTION GRANTS IN LAST FISCAL YEAR
     ---------------------------------
                                                           Potential Realizable
                                                            Value of Assumed
                                                             Annual Rates of
                                                               Stock Price
                   Number of    Percent of                  Appreciation for
                   Securities  Total Options                  Options Term
                   Underlying   Granted to     Exercise       ------------
                    Options    Employees in     Price     Exp.
         Name       Granted     Fiscal Year     ($/sh)    Date    5%     10%
         ----       -------     -----------     ------    ----    --     ---

     L.V. Aronson II   22,500        36%        $ 1.33   7/6/06 $4,822 $13,921
     D.K. Holcomb      10,000        16%          1.21   7/6/06  3,343   7,387

     AGGREGATED OPTION EXERCISES AND YEAR END OPTION VALUES
     ------------------------------------------------------

         The following table summarizes, for each of the named executive
     officers, options exercised during the year and the number of stock options
     unexercised at December 31, 2001. "In-the-money" options are those where
     the fair market value of the underlying securities exceeds the exercise
     price of the options.


<PAGE>


     AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
     ---------------------------------------------------
     FISCAL YEAR END OPTION VALUES
     -----------------------------

                                                                Value of
                                        Number of            In-the-Money
                Number of             Unexercised Options       Options at
                  Shares                at FY-End (5)          FY-End (4)
                Acquired                -------------          ----------
                    on     Value (1)  Exercis- Unexercis-  Exercis- Unexercis-
      Name       Exercise  Realized   able (2)  able (3)     able      able
      ----       --------  --------   --------  --------     ----      ----

 L.V. Aronson II     --     $   --      7,500     22,500    $    --  $ 10,575
 D.K. Holcomb        --         --      4,500     10,000         --     5,900

     Footnotes
     ---------

     (1)  The value realized equals the market value of the common stock
          acquired on the date of exercise minus the exercise price.

     (2)  The exercisable options held by the named executive officers at
          December 31, 2001, are exercisable at any time and expire on December
          7, 2004.

     (3)  The unexercisable options held by the named executive officers at
          December 31, 2001, are exercisable at any time after January 6, 2002,
          and expire on July 6, 2006.

     (4)  The value of the unexercised options was determined by comparing the
          average of the bid and ask prices of the Company's common stock at
          December 31, 2001, to the option prices.

     (5)  The exercise prices of the options held at December 31, 2001, were as
          follows:

                                                  Number     Exercise Price
                                                  ------     --------------

          L.V. Aronson II                          7,500         $ 2.68125
                                                  22,500           1.33

          D.K. Holcomb                             4,500           2.4375
                                                  10,000           1.21

     LONG-TERM INCENTIVE PLANS

         None.


     COMPENSATION OF DIRECTORS

         Directors who are not officers of the Company receive an annual fee of
     $8,500 and, in addition, are compensated at the rate of $650 for each
     meeting of the Company's Board of Directors actually attended and $400 for
     each meeting of a Committee of the Company's Board of Directors actually
     attended. Officers receive no compensation for their services on the Board
     or on any Committee. Mr. Ganz has a consulting agreement with the Company
     for the period ending December 31, 2002, which is cancellable at any time
     by either party with 180 days notice and provides compensation at the
     annual rate of $87,500 plus participation in the Company's health and life
     insurance plans and the use of an automobile. In the year ended December
     31, 2001, Mr. Ganz was compensated $87,500 for his services. Mr. Quinnan
     has a consulting agreement with the Company for the period ending December
     31, 2003, which is cancellable at any time by either party with 60 days
     notice. The agreement provides that Mr. Quinnan perform consulting services
     for the Company, Ronson Consumer Products, and Prometcor at a specified
     daily rate. In 2001 Mr. Quinnan was compensated $45,375 for his services
     and was provided the use of an automobile.



<PAGE>


     EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND
     CHANGE-IN-CONTROL ARRANGEMENTS

         Mr. L.V. Aronson II is a party to an employment contract with the
     Company dated September 21, 1978, which, as amended on July 24, 1980,
     July 1, 1982, October 11, 1985, July 7, 1988, May 10, 1989, August 22,
     1991, May 22, 1995, June 11, 1997, December 17, 1998, and September 19,
     2001, provides for a term expiring December 31, 2004.  The employment
     contract provides for the payment of a base salary which is to be
     increased 7% as of January 1 of each year.  It also provides that the
     Company shall reimburse Mr. L.V. Aronson for expenses, provide him with
     an automobile, and pay a death benefit equal to two years' salary.  Under
     the employment contract, Mr. L.V. Aronson's full compensation will
     continue in the event of Mr. L.V. Aronson's disability for the duration
     of the agreement or one full year, whichever is later.  The employment
     contract also provides that if, following a Change in Control (as defined
     in the employment contract), Mr. L.V. Aronson's employment with the
     Company terminated under prescribed circumstances as set forth in the
     employment contract, the Company will pay Mr. L.V. Aronson a lump sum
     equal to the base salary (including the required increases in base
     salary) for the remaining term of the employment contract.   In February
     2002 Mr. L.V. Aronson offered and accepted a 5% reduction in his base
     salary provided for by the terms of his employment contract.  Previously,
     Mr. L.V. Aronson had offered and accepted other reductions in his base
     salary provided by the terms of his employment contract.  During 1990
     Mr. L.V. Aronson offered and accepted a 5% reduction in his base salary
     provided for by the terms of his employment contract, and, in addition,
     waived a 7% salary increase due January 1, 1991, under the terms of the
     contract.  During 1992 also, Mr. L.V. Aronson offered and accepted a 7%
     reduction in his base salary.  Effective September 1, 1993,
     Mr. L.V. Aronson offered and accepted a further 5% reduction in his base
     salary.


     Item 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
     -------------------------------------------------------------
               MANAGEMENT
               ----------

     (a) Security ownership of certain beneficial owners.

         Set forth below are the persons who, to the best of management's
     knowledge, own beneficially more than five percent of any class of the
     Company's voting securities, together with the number of shares so owned
     and the percentage which such number constitutes of the total number of
     shares of such class presently outstanding:

<PAGE>


        Name and Address
         of Beneficial                Title of  Beneficially      Percent of
            Owner                      Class        Owned           Class
            -----                      -----        -----           -----

        Louis V. Aronson II             Common   893,299 (1)(2)   25.6% (1)(2)
           Campus Drive
           P.O. Box 6707
           Somerset, New Jersey 08875

        Ronson Corporation Retirement
        Plan                            Common   171,300 (2)      5.0% (2)
           Campus Drive
           P.O. Box 6707
           Somerset, New Jersey 08875

        Carl W. Dinger III              Common   413,666 (3)     12.0% (3)
           55 Loantaka Lane North
           Morristown, New Jersey 07960

        Steel Partners II, L.P.         Common   316,199 (4)      9.2% (4)
           750 Lexington Avenue
           27th Floor
           New York, New York  10022

        Howard M. Lorber                Common   269,340 (5)      7.8% (5)
           70 East Sunrise Highway
           Valley Stream, New York  11581

     (1)  Includes 30,000 shares of unissued common stock issuable to Mr.
          L.V. Aronson upon exercise of stock options held by Mr. L.V.
          Aronson under the Ronson Corporation 1996 Incentive Stock Option
          Plan.

     (2)  The Ronson Corporation Retirement Plan ("Retirement Plan") is the
          beneficial owner of 171,300 common shares.  The shares held by the
          Retirement Plan are voted by the Retirement Plan's trustees,
          Messrs. L.V. Aronson and Ganz.  If the shares held by the Retirement
          Plan were included in Mr. L.V. Aronson's beneficial ownership,
          Mr. L.V. Aronson's beneficial ownership would be 1,064,599 shares,
          or 30.5% of the class.  If the shares held by the Retirement Plan
          were included in Mr. Ganz's beneficial ownership, Mr. Ganz's
          beneficial ownership would be 200,942 shares, or 5.8% of the class.
          The Retirement Plan's holdings were reported in 1988 on Schedule
          13G, as amended September 22, 1997.

     (3)  413,666 common shares owned directly.  This information was provided
          to the Company by Mr. Dinger.  Mr. Dinger has provided the Company's
          Board of Directors with an irrevocable proxy to vote these shares
          (refer to "Transactions with Management and Others" in Item 13
          below).

     (4)  316,199 common shares owned by Steel Partners II, L.P. Steel
          Partners, L.L.C., the general partner of Steel Partners II, L.P.,
          and Mr. Warren G. Lichtenstein, the sole executive officer and
          managing member of Steel Partners, L.L.C., are also beneficial
          owners of the shares.  This information was obtained from a Schedule
          13D filed with the SEC by Steel Partners II, L.P., and
          Mr. Lichtenstein.

     (5)  269,340 common shares owned directly by Mr. Lorber.  This
          information was obtained from a Schedule 13D filed with the SEC on
          January 27, 2000, by Mr. Lorber.

<PAGE>


     (b) Security ownership of management

         The following table shows the number of shares of common stock
     beneficially owned by each director, each named executive officer, and by
     all directors and officers as a group and the percentage of the total
     shares of common stock outstanding owned by each individual and by the
     group shown in the table. Individuals have sole voting and investment power
     over the stock shown unless otherwise indicated in the footnotes:

        Name of Individual or    Amount and Nature of       Percent of
          Identity of Group     Beneficial Ownership(2)       Class
          -----------------     -----------------------       -----

        Louis V. Aronson II           893,299 (3)              25.6%
        Robert A. Aronson               6,995                   (1)
        Erwin M. Ganz                  29,642 (3)               (1)
        I. Leo Motiuk                   2,500                   (1)
        Gerard J. Quinnan               3,500                   (1)
        Justin P. Walder               50,003                   1.4%
        Saul H. Weisman                15,343                   (1)
        Daryl K. Holcomb               37,770                   1.1%

        All Directors and
        Officers as a group
        (nine (9) individuals
        including those named
        above)                      1,040,252                  29.7%

     (1)  Shares owned beneficially are less than 1% of total shares
          outstanding.

     (2)  Shares listed as owned beneficially include 51,500 shares subject to
          option under the Ronson Corporation 1996 Incentive Stock Option Plan
          as follows:

                                          Common Shares
                                           Under Option
                                           ------------

         Louis V. Aronson II                 30,000
         Justin P. Walder                     7,000
         Daryl K. Holcomb                    14,500

         All Directors and Officers
         as a group (nine (9)
         individuals including
         those named above)                  51,500

     (3)  Does not include 171,300 shares of issued common stock owned by the
          Retirement Plan.  The shares held by the Retirement Plan are voted
          by the Plan's trustees, Messrs. L.V. Aronson and Ganz.  If the
          shares held by the Retirement Plan were included in
          Mr. L.V. Aronson's beneficial ownership, Mr. L.V. Aronson's
          beneficial ownership would be 1,064,599 shares, or 30.5% of the
          class.  If the shares held by the Retirement Plan were included in
          Mr. Ganz's beneficial ownership, Mr. Ganz's beneficial ownership
          would be 200,942 shares, or 5.8% of the class.

     (c) Changes in control.

         The Company knows of no contractual arrangements which may operate at a
     subsequent date to result in a change in control of the Company.

<PAGE>


     Item 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
     --------------------------------------------------------

     (a) Transactions with management and others.

         In October 1998 the Company entered into a consulting agreement with
     Mr. Carl W. Dinger III, a greater than 5% shareholder of the Company. The
     agreement provided that Mr. Dinger perform certain consulting services for
     the Company for a period of 18 months expiring on April 7, 2000. On March
     6, 2000, the Company and Mr. Dinger entered into a new consulting agreement
     effective upon the expiration date of the original agreement. The new
     agreement provides that Mr. Dinger continue to perform consulting services
     for the Company for a period of 48 months at a fee of $7,000 per month.
     During the year ended December 31, 2001, Mr. Dinger was compensated $84,000
     under the agreement.

         In October 1998 Mr. Dinger granted an option to the Company to purchase
     the 186,166 shares of the Company's common stock held by Mr. Dinger. The
     option was for a period of 18 months expiring on April 7, 2000, and the
     exercise price of the option was $5.25 per share. On March 6, 2000, Mr.
     Dinger granted a new option to the Company, to purchase the 413,666 shares
     of the Company's common stock now held by Mr. Dinger. The option is for a
     period of 48 months. The exercise price of the option is $5.25 per share
     for the first two years, and the option price in the second two year period
     is $7.50 per share. The cost of the option is $4,000 per month for the
     period of the option or until exercised. As part of the new option
     agreement, Mr. Dinger has granted the Board of Directors of the Company an
     irrevocable proxy to vote the optioned shares during the term of the
     option. In March 2000 Mr. Dinger purchased 227,500 shares of newly issued
     restricted common stock of the Company at the price of $2.50 per share. The
     Company incurred a cost for the option of $48,000 during the year ended
     December 31, 2001.

     (b) Certain business relationships.

         During the year ended December 31, 2001, the Company, Ronson Consumer
     Products, Ronson Aviation and Prometcor retained the firm of Walder, Hayden
     & Brogan, P.A., Attorneys at Law, to perform legal services. Justin P.
     Walder, a principal in that firm, is a director and officer of the Company.

     (c) Indebtedness of management.

         None.

     (d) Transactions with promoters.

         Not applicable.



                                     PART IV
                                     -------

     Item 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
     -------------------------------------------------------------------------

     (a) (1) and (2) - The response to this portion of Item 14 is submitted as a
     separate section of this report.

         (3) Listing of exhibits, as applicable.

<PAGE>


         (3) Articles of incorporation are incorporated herein by reference. The
     By-Laws of the Company were amended on March 5, 1997, to include a new
     Section 9 of Article I, Nomination for Board of Directors. The amended
     By-Laws were filed as Exhibit 3 with the 1996 Form 10-K and are
     incorporated herein by reference.

         Reference is made to Company's Form S-2 filed on September 18, 1987,
     and incorporated herein by reference.

         Reference is made to Company's Form S-2 filed on April 8, 1988, and
     incorporated herein by reference.

         (10) Material contracts.

         On January 6, 1995, RCPC entered into an agreement with Fleet Capital
     Corporation ("Fleet"), formerly Summit Bank, for a Revolving Loan and a
     Term Loan. On March 6, 1997, the Revolving Loan was amended and extended to
     June 30, 2000. On May 13, 1999, the Revolving Loan was further extended to
     June 30, 2002. The 1995 agreements were attached to the Company's 1994 Form
     10-K as Exhibits 10(a)-10(f). The March 1997 amendments to the Revolving
     Loan were attached to the Company's 1996 Form 10-K as Exhibits 10(a)-10(c).
     A July 1997 amendment was attached to the Company's September 30, 1997,
     Form 10-Q as Exhibit 10(g). The May 1999 amendment was attached to the
     Company's June 30, 1999, Form 10-Q as Exhibits 10(a) and 10(f).

         On December 1, 1995, the Company and RCPC entered into a mortgage loan
     agreement with Fleet. The agreement and note were attached to the Company's
     1995 Form 10-K as Exhibits 10(a) and 10(b). On May 13, 1999, the Company
     and RCPC refinanced the existing mortgage. The new mortgage loan was
     attached to the Company's June 30, 1999, Form 10-Q as Exhibits 10(b)-10(e).

         On August 28, 1997, Ronson Aviation entered into an agreement with
     Fleet for a Revolving Loan and a Term Loan. On May 13, 1999, Ronson
     Aviation and Fleet extended the Revolving Loan and Term Loan to June 30,
     2002. The Revolving Loan and Term Loan agreements were attached to the
     Company's September 30, 1997, Form 10-Q as Exhibits 10(a)-10(f). The May
     1999 amendment agreements were attached to the Company's June 30, 1999,
     Form 10-Q as Exhibits 10(g)-10(k).

          For further information on the Company's loan agreements, reference is
     made to Notes 4 and 5 of the Notes to Consolidated Financial Statements
     contained in the Company's financial statements for the year ended December
     31, 2001, filed with this report pursuant to Item 7, which is incorporated
     herein by reference.

         The Company is a party to an employment contract with Mr. Louis V.
     Aronson II dated December 21, 1978, as amended July 24, 1980, July 1, 1982,
     October 11, 1985, July 7, 1988, May 10, 1989, August 22, 1991, May 22,
     1995, June 11, 1997, December 17, 1998, and September 19, 2001. This
     contract is incorporated herein by reference as filed as Exhibit 10.16 to
     Registration Statement No. 33-13696 on Form S-2 dated September 18, 1987.
     The amendment dated September 19, 2001, was attached to the Company's Form
     8-K filed on October 23, 2001, as Exhibit 10.

         (20) Other documents or statements to security holders.

         The Ronson Corporation Notice of Meeting of Stockholders held on
     November 27, 2001, and Proxy Statement was filed on October 25, 2001, and
     is incorporated herein by reference.

<PAGE>


         (21) Subsidiaries of the Company.

         The Company is the owner of 100% of the voting power of the following
     subsidiaries, each of which is included in the consolidated financial
     statements of the Company:

   Wholly Owned Subsidiary                  State or Other Jurisdiction
   and Business Name                        of Incorporation or Organization
   -----------------                        --------------------------------

   Domestic

   Ronson Consumer Products Corporation                 New Jersey
   Ronson Aviation, Inc.                                New Jersey
   Prometcor, Inc. (formerly known as                   New Jersey
        Ronson Metals Corporation)

   Foreign

   Ronson Corporation of Canada, Ltd.                     Canada


         The Company also holds 100% of the voting power of four additional
     subsidiaries which are included in its consolidated financial statements
     and which, if considered in the aggregate as a single subsidiary, would not
     constitute a significant subsidiary.

         (23) Consent of experts and counsel attached hereto as Exhibit
     23(a).

         (99) Additional exhibits.

             (a) Report of Inspectors of Election from the Ronson
     Corporation Annual Meeting of Stockholders on November 27, 2001.

     (b) Reports on Form 8-K filed in the fourth quarter of 2001.

         On October 23, 2001, the Company filed a report on Form 8-K with the
     Securities and Exchange Commission providing information in response to
     Item 5 of such report. No financial statements or pro forma financial
     information was included in this report.

<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 Report to
   be signed on its behalf by the undersigned, thereunto duly authorized.



                               RONSON CORPORATION




   Dated:  March 28, 2002  By:      /s/Louis V. Aronson II
                                    ----------------------
                                    Louis V. Aronson II, President and
                                    Chief Executive Officer and Director



   Dated:  March 28, 2002  By:      /s/Daryl K. Holcomb
                                    ----------------------
                                    Daryl K. Holcomb, Vice President &
                                    Chief Financial Officer, Controller
                                    and Treasurer



   Dated:  March 28, 2002  By:      /s/Justin P. Walder
                                    ----------------------
                                    Justin P. Walder, Secretary and
                                    Director



   Dated:  March 28, 2002  By:      /s/Robert A. Aronson
                                    ----------------------
                                    Robert A. Aronson, Director




   Dated:  March 28, 2002  By:      /s/Erwin M. Ganz
                                    ----------------------
                                    Erwin M. Ganz, Director



   Dated:  March 28, 2002  By:      /s/I. Leo Motiuk
                                    ----------------------
                                    I. Leo Motiuk, Director



   Dated:  March 28, 2002  By:      /s/Gerard J. Quinnan
                                    ----------------------
                                    Gerard J. Quinnan, Director



   Dated:  March 28, 2002  By:      /s/Saul H. Weisman
                                    ----------------------
                                    Saul H. Weisman, Director