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

(Mark One)

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

                 For the fiscal year ended December 31, 1997

                                       OR

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

         For the transition period from _______ to ________.

                           Commission File No. 1-1031

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

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

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

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

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

                                                  Name of each exchange
        Title of each class                       on which registered
        -------------------                       ---------------------  
        Common Stock par value                    Nasdaq SmallCap Market
            $1.00 per share


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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                YES  [ X ]   NO  [   ]
<PAGE>
Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K (229.505 of this chapter) is not contained  herein,  and will
not be contained,  to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K/A
or any amendment to this Form 10-K/A. [   ]

The  aggregate  market  value of  voting  stock  held by  non-affiliates  of the
registrant was $6,914,801 as of March 10, 1998.

As of March 10, 1998,  there were 3,177,175  shares of the  registrant's  common
stock outstanding.
<PAGE> 
Item 5 -   MARKET FOR THE COMPANY'S COMMON STOCK AND
             RELATED STOCKHOLDER MATTERS

         Item 5 is hereby amended to add the following.

         On  November  15,  1996,  the  Registrant,   Ronson   Corporation  (the
"Company"), issued an offer to exchange up to 1,423,912  aggregate shares of its
common  stock for all of the 837,595  issued and  outstanding  shares of its 12%
Cumulative  Convertible  Preferred  Stock.  For each  share of  preferred  stock
exchanged,  the Company  offered to issue 1.7 shares of common stock.  The terms
and conditions of the offer were more fully described in the Schedule 13E-4, the
Offering Circular and the accompanying  Letter of Transmittal dated November 15,
1996 (together the "Exchange Offer"). These items were previously filed with the
SEC and are  incorporated  herein by  reference.  The Company's  Exchange  Offer
expired on September  30,  1997.  During the year ended  December 31, 1997,  the
Company issued 1,361,435 shares of common stock under the Exchange Offer.

         The  Company  received a total of  800,844  shares of  preferred  stock
tendered in exchange for the common shares.  The preferred  shares received were
retired and cancelled.

         The  issuance by the Company of shares of common  stock in exchange for
shares of preferred stock in the Exchange Offer was in reliance on the exemption
from the  registration  requirements  of the Securities Act of 1933, as amended,
provided by Section 3(a)(9) of the 1933 Act. That section  provides an exemption
from  registration  "for any security  exchanged by the issuer with its existing
shareholders  exclusively  where no commission or other  remuneration is paid or
given  directly or indirectly  for  soliciting  such  exchange".  Since both the
preferred  stock  and the  common  stock  involved  in the  Exchange  Offer  are
securities of the Company,  and the Company  exchanged one of its securities for
another of its securities exclusively with its existing security holders without
paying any commission or other  remuneration  for  soliciting the exchange,  the
Exchange  Offer met all the  requirements  for  exemption as provided by Section
3(a)(9).
<PAGE>
 

                                   SIGNATURES

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



                               RONSON CORPORATION




   Dated:  April 15, 1998               By: /s/Louis V. Aronson II
                                            ----------------------
                                            Louis V. Aronson II, President &
                                            Chief Executive Officer and Director



   Dated:  April 15, 1998               By: /s/Daryl K. Holcomb
                                            -------------------
                                            Daryl K. Holcomb, Vice President &
                                            Chief Financial Officer, Controller
                                            and Treasurer


<PAGE>

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

RONSON CORPORATION AND ITS WHOLLY OWNED SUBSIDIARIES

LIST OF FINANCIAL STATEMENT SCHEDULES

The amendment  includes the following  schedules  required for Form 10-K for the
Company and its wholly owned subsidiaries for the fiscal year ended December 31,
1997.

         Schedule I                 Condensed Financial Information
                                            of Company

         Schedule II                Valuation and Qualifying Accounts


<PAGE>


                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
  Ronson Corporation:

Under date of March 11, 1998, we reported on the consolidated  balance sheets of
Ronson  Corporation  and  subsidiaries as of December 31, 1997 and 1996, and the
related  consolidated  statements of operations,  and cash flows for each of the
years in the three year  period  ended  December  31, 1997 as  contained  in the
annual report on Form 10-K for the year 1997.  In connection  with our audits of
the  aforementioned  consolidated  financial  statements,  we also  audited  the
related financial statement schedules as listed in the accompanying index. These
financial   statement   schedules  are  the   responsibility  of  the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statement schedules based on our audits.

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


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

Wayne, New Jersey
March 11, 1998
<PAGE>
           SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
                               RONSON CORPORATION
<TABLE>
<CAPTION>
                            CONDENSED BALANCE SHEETS
                            (in thousands of dollars)

                                                               DECEMBER 31,
                           ASSETS                          1997           1996
                                                         --------      --------
<S>                                                      <C>           <C>
CURRENT ASSETS:
Cash ...............................................     $      4      $      5
Other current assets ...............................          109            98
                                                         --------      --------
     Total Current Assets ..........................          113           103

Property, plant, and equipment .....................          220           218
Less accumulated depreciation and amortization .....          180           164
                                                         --------      --------
                                                               40            54
Other assets .......................................        2,833         2,169
                                                         --------      --------
TOTAL ASSETS .......................................     $  2,986      $  2,326
                                                         ========      ========

            LIABILITIES AND STOCKHOLDERS' EQUITY
                                                                       
CURRENT LIABILITIES:
Accounts payable ...................................     $    167      $    128
Other current liabilities ..........................          530           542
                                                         --------      --------
     Total Current Liabilities .....................          697           670

Pension obligation .................................           60          --
Other long-term liabilities ........................          365           446

Commitments and Contingencies

STOCKHOLDERS' EQUITY:
Preferred stock ....................................         --               8
Common stock .......................................        3,226         1,864
Additional paid-in capital .........................       28,991        30,345
Accumulated deficit ................................      (27,153)      (27,936)
Unrecognized net loss on pension plans .............       (1,545)       (1,441)
Cumulative foreign currency translation adjustment .          (61)          (36)
                                                         --------      --------
                                                            3,458         2,804
Less cost of treasury shares:
     1997, 62,332 and 1996, 62,105  common shares ..        1,594         1,594
                                                         --------      --------
                                                            1,864         1,210
                                                         --------      --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY .........     $  2,986      $  2,326
                                                         ========      ========
</TABLE>

See notes to condensed financial statements.
<PAGE>
      SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
                             RONSON CORPORATION
<TABLE>
<CAPTION>
                              CONDENSED STATEMENTS OF OPERATIONS
                                  (in thousands of dollars)


                                                                 YEAR ENDED DECEMBER 31,
                                                             1997         1996         1995
                                                           -------      -------      -------
<S>                                                        <C>          <C>          <C>
Management administration (from wholly
    owned subsidiaries eliminated
    in consolidation) ................................     $ 1,720      $ 1,734      $ 1,925
                                                           -------      -------      -------

Costs and expenses:
    General and administrative expenses ..............       1,436        1,292        1,338
    Interest expense (includes inter-
      company interest expense of $113,
      $120 and $38 in 1997, 1996 and
      1995, respectively, eliminated in
      consolidation) .................................         155          157           76
    Non-operating expense - net ......................          99          136          134
                                                           -------      -------      -------
                                                             1,690        1,585        1,548
                                                           -------      -------      -------

EARNINGS BEFORE INCOME TAXES AND
    EQUITY IN NET EARNINGS (LOSS)
    OF SUBSIDIARIES ..................................          30          149          377

Income tax benefits (provision) ......................         (67)          20           81

Equity in net earnings (loss) of subsidiaries
    (includes loss from  discontinued operations
    of $1,190 and $860 in 1996 and 1995, respectively)         820       (1,024)         182
                                                           -------      -------      -------

NET EARNINGS (LOSS) ..................................     $   783      $  (855)     $   640
                                                           =======      =======      =======

</TABLE>
See notes to condensed financial statements.
<PAGE>
        SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
                             RONSON CORPORATION
<TABLE>
<CAPTION>
                          CONDENSED STATEMENTS OF CASH FLOWS
                              (in thousands of dollars)
                                                         YEAR ENDED DECEMBER 31,
                                                     1997         1996         1995
                                                   -------      -------      -------
<S>                                                <C>          <C>          <C>  
Cash Flows from Operating Activities:
Net earnings (loss) ..........................     $   783      $  (855)     $   640
Adjustments to reconcile net earnings
  (loss) to net cash provided by (used in)
  operating activities:
  Equity in net (earnings) loss
    of subsidiaries ..........................        (820)       1,024         (182)
  Depreciation and amortization ..............          16           14           12
  Deferred income tax (benefits) expense .....          22          (48)         (15)
  Increase (decrease) in cash from changes in:
    Other current assets .....................          (4)         (35)          23
    Accounts payable and other current
      liabilities ............................         124          (26)        (235)
  Increase (decrease) in net advances from
    subsidiaries .............................         (81)         (31)       1,468
  Net change in pension-related accounts .....         (71)         (31)      (1,674)
  Other ......................................          32          (39)         (55)
                                                   -------      -------      -------
     Net cash provided by (used in)
        operating activities .................           1          (27)         (18)
                                                   -------      -------      -------

Cash Flows from Investing Activities:
     Net cash used in investing activities,
        capital expenditures .................          (2)         (42)          (3)
                                                   -------      -------      -------

Cash Flows from Financing Activities:
  Exercise of stock options ..................        --             80           31
  Payments of leases .........................        --             (6)         (10)
                                                   -------      -------      -------
     Net cash provided by
        financing activities .................        --             74           21
                                                   -------      -------      -------
Net increase (decrease) in cash ..............          (1)           5         --

Cash at beginning of year ....................           5         --           --
                                                   -------      -------      -------

Cash at end of year ..........................     $     4      $     5      $  --
                                                   =======      =======      =======
</TABLE>
See notes to condensed financial statements.
<PAGE>
           SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
                               RONSON CORPORATION

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

NOTE A:  Condensed Financial Statements.

         The  accompanying  financial  statements  should be read in conjunction
with the consolidated financial statements of the Registrant, Ronson Corporation
(the "Company") and its subsidiaries  included in the Company's Annual Report on
Form 10-K for the year ended December 31, 1997.

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

         The Company has authorized  5,000,000 shares of preferred stock with no
par value. Outstanding shares of 12% Cumulative Convertible Preferred Stock were
36,518 and 837,595 at December 31, 1997 and 1996, respectively. (Refer to Note I
below.)

         The Company has authorized 11,848,106 shares of common stock with a par
value of $1.00,  of which  3,163,275 and 1,801,834 were  outstanding at December
31, 1997 and 1996, respectively.


NOTE B:  Debt.

         In January 1995 Ronson Consumer Products  Corporation  ("RCPC") entered
into an agreement  with Summit Bank  ("Summit")  for a Revolving Loan and a Term
Loan (in the original  amount of  $225,000).  On March 6, 1997,  RCPC and Summit
extended  RCPC's  Revolving  Loan by over  three  years  to June 30,  2000.  The
Revolving  Loan provides a line of credit up to $2,500,000  (an increase in 1997
of $500,000 from the prior $2,000,000). The Company guaranteed the debts of RCPC
to Summit under the  Revolving  Loan and Term Loan.  At December  31, 1997,  the
amount  due by RCPC to  Summit  under  the  Revolving  Loan  and  Term  Loan was
$2,072,000.

         In July 1997 RCPC and Summit  amended the Revolving  Loan  agreement to
provide $400,000 in additional loan  availability.  The outstanding amount under
the agreement for the additional  loan  availability  of $356,000 as of December
31,  1997,  is included in the balance of the  Revolving  Loan in the  paragraph
above.

         In November 1995 Ronson Corporation of Canada,  Ltd.  ("Ronson-Canada")
entered into an agreement with Canadian Imperial Bank of Commerce ("CIBC") for a
line  of  credit  of  C$250,000.   In  1997   Ronson-Canada  and  CIBC  extended
Ronson-Canada's  Revolving  Loan to 1998. At December 31, 1997, the total amount
due by Ronson-Canada to CIBC under the line of credit was $123,000  (C$176,000).
The line of credit is guaranteed by the Company.

         On August 28, 1997, Ronson Aviation,  Inc. ("Ronson  Aviation") entered
into an  agreement  with  Summit  for a  Revolving  Loan and a Term Loan (in the
original amount of $285,000). The Revolving Loan provides a line of credit up to
$400,000 to Ronson  Aviation and is payable on demand  under an agreement  which
<PAGE>
expires  August 31, 2000.  The Company and RCPC  guaranteed  the debts of Ronson
Aviation to Summit under the Revolving Loan and Term Loan. At December 31, 1997,
the amount due by Ronson  Aviation to Summit under the  Revolving  Loan and Term
Loan was $271,000.  The proceeds of the Term Loan were used to repay the balance
remaining  of the prior  mortgage  loan due from Ronson  Aviation to Bank of New
York/National Community Division.

         On December 1, 1995,  the Company and RCPC entered into a Mortgage Loan
agreement with Summit in the amount of $1,300,000.  The loan,  with a balance of
$1,248,000  at December  31, 1997,  is secured by a first  mortgage on the land,
buildings and improvements of RCPC and is payable in sixty monthly  installments
of $11,589,  including interest, and a final installment on December 1, 2000, of
$1,155,000. The loan bears interest at a fixed rate of 8.75%.

         The Company has  guaranteed  the loans of Ronson  Aviation from various
lenders for Ronson  Aviation's  purchase of specific  aircraft.  The  guarantees
outstanding  at December 31, 1997,  were  provided to Summit and Cessna  Finance
Corporation.  The total outstanding amount of these  Company-guaranteed loans to
Ronson Aviation at December 31, 1997, was $2,416,000.

NOTE C: Other Assets.

                                                    December 31,
                                                   (in thousands)
                                                1997          1996
                                               ------       ------


    Investment in subsidiaries                 $2,526       $1,774
    Intangible pension assets                     133          159
    Other                                         174          236
                                               ------       ------
                                               $2,833       $2,169
                                               ======       ======


         Investment in subsidiaries was eliminated in consolidation. The Company
is amortizing the intangible pension assets in accordance with the provisions of
Statement of Financial Accounting Standards ("SFAS") #87, "Employers' Accounting
for Pensions".

NOTE D:  Net Advances from Subsidiaries.

         The net advances from subsidiaries balances of $365,000 and $446,000 at
December 31, 1997 and 1996, respectively, were eliminated in consolidation.


NOTE E:  Unrecognized Net Loss on Pension Plans.

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

         On  February  28,  1997,  the  Ronson   Corporation   Retirement   Plan
("Retirement  Plan") completed the sale of its Salisbury,  North Carolina,  land
for cash proceeds,  net of related expenses, of about $800,000. The net proceeds
of the sale of the property satisfied a substantial portion of a 1994 settlement
with the United  States  Department  of Labor  ("DOL") and the Internal  Revenue
Service ("IRS").  The $144,000 balance of the settlement was paid by the Company
in 1997.

         On August 31, 1995,  the Company  received a General Notice Letter from
the United  States  Environmental  Protection  Agency  ("USEPA"),  notifying the
Company  that the  USEPA  considered  the  Company  one of about  four  thousand
Potentially Responsible Parties ("PRP's") for waste disposed of prior to 1980 at
a  landfill  in  Monterey  Park,  California,  which the USEPA  designated  as a
Superfund site ("Site").  The USEPA identified manifests dated from 1974 through
1979 which  allegedly  indicate  that waste  originating  at the location of the
Company's former Duarte,  California,  hydraulic subsidiary was delivered to the
Site.  The Company  sold the Duarte,  California,  hydraulic  subsidiary  to the
Boeing Corporation in 1981. As a result of successfully  challenging the USEPA's
original  volumetric  allocation,  on September 29, 1995,  the USEPA reduced the
volume of waste  attributed  to the  Duarte  facility,  Ronson  Hydraulic  Units
Corporation  ("RHUCOR-CA"),  and  determined  the volume to be "de minimis".  In
addition,  counsel  for this  matter  has  informed  the  Company  that  factual
arguments are available that could further reduce the amount of waste attributed
to the hydraulic  subsidiary,  and that arguments also exist that the subsequent
owners of the  facility  should be required  to pay a  significant  portion,  or
possibly  all,  of the  costs  the  USEPA  determines  to be due as a result  of
RHUCOR-CA's  waste having been sent to the Site.  Although the  Company's  final
contribution  amount,  if any, is not yet  determinable,  in the General  Notice
Letter,  the USEPA  offered to  partially  settle the matter if the Company paid
$212,000,  which would have been full  settlement of the Fifth  Partial  Consent
Decree. This offer, however, was made prior to the USEPA reduction of the volume
of waste  allocated to RHUCOR-CA and prior to the USEPA  determination  that the
waste volume is "de minimis".  Because the USEPA has determined  that the volume
of waste  generated by the facility  and sent to the Site is "de  minimis",  and
because the USEPA has sent a General  Notice  Letter to another PRP for the same
waste,  the Company  believes  that the cost,  if any,  will not have a material
effect on the Company's financial position.

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

         The Company has an employment  contract  with an officer.  The contract
expires on December 31, 2000. Base salaries in the years 1998, 1999 and 2000 are
$494,773,  $529,408 and $566,466,  respectively,  and the contract  provides for
additional  compensation  and  benefits,  including a death benefit equal to two
years' salary.
<PAGE>
NOTE G:  Income Taxes.

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

         In accordance with SFAS #109, "Accounting for Income Taxes" the Company
is to record a  deferred  income  tax asset for net  operating  loss and  credit
carryforwards  when the ultimate  realization  is more likely than not. In 1997,
1996 and 1995, the Company and its subsidiaries recorded the benefits (expenses)
of  net  deferred  income  tax  assets  of  $225,000,   $390,000  and  $686,000,
respectively,  of which  $(22,000),  $48,000  and  $15,000,  respectively,  were
allocated to the Company.

NOTE H:  Statement of Cash Flows.

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


NOTE I:  Preferred Stock.

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

         Dividends in arrears at December 31, 1997,  totalled  $1.1025 per share
of preferred stock  (twenty-one  quarters at $0.0525 per share per quarter),  or
approximately $40,000 in the aggregate. If the Company had not done the Exchange
Offer, the aggregate dividends in arrears would have been about $923,000.
<PAGE>
<TABLE>
<CAPTION>
                                                         RONSON CORPORATION
                                                  AND ITS WHOLLY OWNED SUBSIDIARIES

                                           SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                                                      (in thousands of dollars)

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

     Year Ended 12/31/97               $   64                $34                 $ -                $  22 (1)             $   76

     Year Ended 12/31/96                   86                 46                   -                   68 (1)                 64

     Year Ended 12/31/95                   95                 20                   -                   29 (1)                 86


Valuation allowance for
  deferred income
  tax assets:

     Year Ended 12/31/97               $4,035                $ -                 $ -                $ 976 (2)             $3,059

     Year Ended 12/31/96                3,902                  -                  523                 390 (2)              4,035

     Year Ended 12/31/95                4,783                  -                   -                  881 (2)              3,902

</TABLE>

(1)  Allowance for doubtful accounts - primarily  uncollectible accounts written
     off.

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