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, 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
or any amendment to this Form 10-K. [  ]

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>

                                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.

              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 Company.
                  
             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 - BUSINESS

        (a) General development of business.

             The Registrant,  Ronson  Corporation (the "Company"),  is a company
        incorporated in 1928 engaged principally in the following businesses:

             1.  Consumer Products; and

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

             On October 2, 1995, the Company's  common shares were listed on the
        Nasdaq SmallCap Market, and on December 1, 1995, the Company's preferred
        shares were listed on the Nasdaq SmallCap  Market.  The Company's common
        shares are quoted  under the symbol  RONC and its  preferred  shares are
        quoted under the symbol RONCP.

             On November 15, 1996, 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  Offering
        Circular and the accompanying  Letter of Transmittal  dated November 15,
        1996,  (together the "Exchange Offer") which are incorporated  herein by
        reference.  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 in exchange and had issued 1,361,435 shares of
        common stock under the Company's Exchange Offer.

             At the time of the  termination  of the Exchange Offer on September
        30, 1997,  there were about 37,000 shares of preferred  stock  remaining
        outstanding.  Because  the  number of  remaining  outstanding  preferred
        shares  no  longer  met  the  NASDAQ  minimum   requirement  of  100,000
        outstanding  shares in order to be listed on the Nasdaq SmallCap Market,
        the  Company's  preferred  stock was delisted  from the Nasdaq  SmallCap
        Market.  Immediately upon the delisting of the preferred shares from the
        Nasdaq  SmallCap  Market,  the preferred  shares were listed on the NASD
        Over-the-Counter ("OTC") Bulletin Board.

             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 been  involved in  termination  of its United States
        Nuclear Regulatory Commission ("NRC") license.  Compliance with ISRA and
        NRC  requirements  has  continued  through  1997  and  into  1998.  (See
        Environmental  Matters below and Item 7 -  Management's  Discussion  and
        Analysis of Financial Condition and Results of Operations.)
<PAGE>
        (b) Financial information about industry segments.

             In lieu of the revenue and profit information  required pursuant to
        Item 101(b) of Regulation S-K as to the Company's lines of business, the
        revenue  and  profit  data  with  respect  to the  Company's  reportable
        industry  segments is  included in Note 13 of the Notes to  Consolidated
        Financial  Statements  furnished  pursuant  to Item 8 below,  which  are
        incorporated herein by reference.

        (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.  RCPC and  Ronson-Canada  together  comprise
        Ronson  Consumer  Products.  The Company also  distributes  its consumer
        products in Mexico.  While the Company does not believe that the Company
        or this segment is  substantially  dependent  upon any single  customer,
        sales  to  various  units  of  WalMart  Stores,  Inc.  in 1997  and 1996
        accounted for 10% and 14%,  respectively,  of Consolidated  Net Sales of
        the  Company  and 15% and 22% of Net  Sales of the  segment  in 1997 and
        1996, respectively.

                 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,  Canada and Mexico. 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   three  lighter
        products - the "RONII"  refillable  butane lighter,  the Ronson "WINDII"
        liquid fuel windproof lighter, and the Ronson "Varaflame Ignitor",  used
        for lighting  fireplaces,  barbecues,  camping  stoves and candles.  The
        lighter products are marketed in the United States, Canada and Mexico.

                 On January 1, 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 new
        child  resistant  requirements  issued by the  Consumer  Product  Safety
<PAGE>
        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  and  unbranded  imports  from  China and other Far
        Eastern countries.

                 On January 1, 1997, Ronson Consumer  Products  introduced a new
        lighter product,  the WINDII windproof lighter, in the United States and
        Canada.  The WINDII uses Ronson  flints and  Ronsonol  lighter  fuel and
        Ronson wicks. The WINDII faces strong  competition from other nationally
        distributed brands and from unbranded imports.

                 The WINDII lighter is  manufactured  in China and the Varaflame
        Ignitor is  manufactured  in Korea,  both in accordance  with the design
        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 and is less  expensive than most
        other  refillable  ignitors.  The Varaflame  Ignitor  encounters  strong
        competition from imported disposable ignitors.

             (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,  flight  training,  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
        48,500  gallon fuel storage  complex  (refer to Item  2-Properties,  (4)
        Trenton,  New  Jersey).  In its  passenger  and cargo  services,  Ronson
        Aviation operates a total of five aircraft, including a Citation Jet and
        two  twin-engine  turbo-prop  airplanes  in charter  operations.  Ronson
        Aviation is an FAA approved  repair station for major and minor airframe
        and engine  repairs  and an  avionics  repair  station  for  repairs 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, 1997,  Ronson  Aviation had one new aircraft in
        sales  inventory  and orders to purchase two new aircraft  from Raytheon
        Aircraft Corporation, all of which are for resale. The total sales value
        of these aircraft is approximately  $1,580,000.  The order is 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.
<PAGE>
        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 ISRA,  operators of particular
        facilities  classified  as  industrial  establishments  are  required to
        ensure that their property complies with environmental  laws,  including
        implementation  of remedial  action,  if  necessary,  before  selling or
        closing a facility. The Company's New Jersey facilities would be subject
        to ISRA should a facility be closed or sold.

                   In December  1989 the Company  adopted a plan to  discontinue
        the operations in 1990 of one of its New Jersey  facilities,  Prometcor,
        and to comply with ISRA (formerly ECRA) and all other  applicable  laws.
        In October 1994  Prometcor  entered into a Memorandum of Agreement  with
        the New Jersey  Department of Environmental  Protection  ("NJDEP") as to
        its NJDEP related  environmental  compliance  activities  respecting its
        Newark  facility.  In November  1994  Prometcor  submitted a Preliminary
        Assessment,   Site  Investigation  and  Remedial   Investigation  Report
        ("PA/SI/RIR")  to the  NJDEP  following  extensive  testing.  The  NJDEP
        approved  Prometcor's  PA/SI/RIR in the first quarter of 1995. Prometcor
        completed the actions  required under the PA/SI/RIR in the third quarter
        of 1995,  and submitted  its Remedial  Action  WorkPlan/Remedial  Action
        Report  ("RAW/RAR") to the NJDEP.  As the result of the  continuation of
        sampling and  evaluation of the results by the  Company's  environmental
        consultants  and the  NJDEP in 1996 and in the  first  quarter  of 1997,
        areas of solvent contamination in the groundwater below a section of the
        property were  identified.  Sampling and  delineation  have been and are
        continuing in this area of the property.

                   Prometcor  has also  proceeded  with  reporting to the NRC in
        order to terminate the NRC license held by  Prometcor.  In 1996 and 1997
        Prometcor's  radiological  consultants performed additional sampling and
        submitted  additional reports to the Company and to the NRC. As a result
        of the evaluation of the sampling results by the Company's  radiological
        consultant  and in  consideration  of comments  from the NRC,  low-level
        contamination  was identified and delineated in certain  sections of the
        Prometcor  property.  Although  the  extent  is  not  yet  determinable,
        additional  sampling and remediation will be required in these areas. In
        November 1997  Prometcor  completed the necessary  radiological  cleanup
        activities  for one of the three  parcels of  property  and  amended the
        Prometcor  license to release this property.  Also, in January 1998, the
        NJDEP  provided a "No  Further  Action"  letter for this  portion of the
        property.   It  is  now   available  to  be  sold  without  any  further
        environmental clearance needed.

                   Additional  sampling  and  remediation  required  for the two
        remaining  parcels are continuing.  Although the Company believes it has
        accrued  for all costs to be  incurred,  the full extent of the costs is
        not  determinable  until all testing and remediation have been completed
        and accepted by the NJDEP and NRC.

                 Two of the Company's subsidiaries are subject to the New Jersey
        Underground  Storage  Tank  Law,  N.J.S.A.  58:10A-21  et  seq.  and the
        regulations   promulgated  thereunder,   N.J.A.C.   7:14B-1.1  et  seq.,
        requiring  upgrades to existing  underground  storage tanks. The Company
        has  replaced  its  underground  storage  tanks at one of its New Jersey
<PAGE>
        facilities.  The  Company  will be  required  to  upgrade  or close  its
        underground  storage  tanks at its other New  Jersey  facility  prior to
        December 31, 1998.  The cost related to these  storage tanks is expected
        to be approximately $325,000, which will be incurred in 1998.

                 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".  No  further
        communication was received by the Company related to this matter in 1996
        or 1997.  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.

             Other than the  expenditures  related to the  upgrade or closure of
        underground  storage tanks,  the Company  believes that  compliance with
        environmental  laws and regulations will not have a material effect upon
        the Company's  future capital  expenditures.  The Company  believes that
        compliance  with  environmental  laws  and  regulations  will not have a
        material effect upon the Company's earnings 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.
<PAGE>
        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
        $141,000,  $134,000 and $135,000  during the fiscal years ended December
        31, 1997, 1996 and 1995,  respectively,  on research activities relating
        to the  development  of new  products  and the  improvement  of existing
        products, all of which were Company sponsored.


        NUMBER OF EMPLOYEES

             As of December 31, 1997, the Company and its subsidiaries  employed
        a total of 135 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
                              --------            ------------

          1997                   66%                  34%

          1996                   65%                  35%

          1995                   56%                  44%


        (d)  Financial  information  about foreign and domestic  operations  and
             export sales.

             Since  1981,  the  Company  has not  been  engaged  in  significant
        operations in foreign  countries,  although  after December 31, 1982, it
        recommenced  sales of certain consumer  products in Canada. In June 1985
        Ronson-Canada  was  incorporated.   This  subsidiary  is  the  principal
        distributor of the Company's  consumer  products in Canada.  The Company
        has sold many of its trademarks outside of the USA, Canada and Mexico.
<PAGE>
        Item 2 - PROPERTIES

             The  following  list sets  forth the  location  and  certain  other
        information concerning the Company's principal  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.  (See  paragraphs  (a) and (b)  below.)  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.

             (a) 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.

             (b) All facilities  are fully  utilized by the Company,  except for
        the facility of Prometcor, Newark, New Jersey (see Item 1 (a) above).

         (1) Woodbridge, New Jersey

             Facilities included in (a) and (b) below are owned subject to first
        and second mortgages in favor of Summit Bank.

             (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) Newark, New Jersey

             One small and two medium facilities are owned and are
        constructed of brick, steel, concrete block and concrete.  Operations
        of these facilities have terminated.

         (3) Somerset, New Jersey

             One small  facility for  executive and consumer  products  offices.
        This  facility is leased under a lease which  expires in June 2001.  The
        facility is constructed of metal, cinder block and cement.

         (4) Trenton, New Jersey

             (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 4 (a) above.
<PAGE>
         (5) 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
        2001. This facility is constructed of brick and cinder block.


        Item 3 - LEGAL PROCEEDINGS

             PRINEST G. HAMMOND AND SCARLETT W. HAMMOND, AS PARENTS,  GUARDIANS,
        AND NEXT  FRIENDS  OF FABIAN  GAYLE  HAMMOND,  A MINOR,  AND  PRINEST G.
        HAMMOND AND SCARLETT W. HAMMOND, INDIVIDUALLY, V. RONSON CORPORATION

             The Company has been the Defendant in a product  liability  lawsuit
        pending in the Superior  Court of Wilkinson  County,  Georgia,  in which
        Plaintiffs  sought  substantial   damages  that  allegedly  occurred  in
        December  1994,  when a spark  from an  unidentified  cigarette  lighter
        ignited the  clothing of Fabian  Gayle  Hammond  after he had  allegedly
        allowed lighter fluid to leak onto his pants.  The matter was settled in
        October 1997 and the  settlement  did not have a material  effect on the
        Company's results of operations or financial condition.

             The Company is a defendant  in three  product  liability  cases now
        pending  alleging the wrongful deaths of teenagers  resulting from their
        abuse of Multi-Fill butane by deliberate inhalation. The plaintiffs have
        claimed   unspecified   damages.   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 these matters.  However, based on facts currently
        available,  management  believes that damages awarded,  if any, would be
        within existing insurance coverage.

             See Item 1. "Business - Environmental Matters" above for discussion
        of  a  pending  environmental  matter  involving  a  Superfund  site  in
        California.


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

               
               Not Applicable.

<PAGE>
                                     PART II

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

             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.

        1997
        ----

        Quarter            1st      2nd      3rd     4th
        -------            ---      ---      ---     ---
        High Bid          2 5/8    2 1/2    3 1/4   4 1/8
        Low Bid           2 1/4    1 13/16    2     2 1/4

        1996
        ----

        Quarter            1st      2nd      3rd     4th
        -------            ---      ---      ---     ---
        High Bid          4 1/8    2 7/8    2 7/8   2 1/4
        Low Bid           2 5/8    2 1/4    2 3/8   1 7/8
 

             At March 10, 1998,  there were 2,837  stockholders of record of the
        Company's  common  stock.  Information  required  by  this  Item  on the
        frequency  and  amount  of  dividends  is  contained  in  Item  6 and is
        incorporated herein by reference.


        Item 6 - SELECTED FINANCIAL DATA

             The  information  required  by this Item is filed with this  report
        below and is incorporated herein by reference.


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

        RESULTS OF OPERATIONS

        1997 Compared to 1996

                   Ronson   Corporation's   (the   "Company's")   Earnings  from
        Continuing  Operations  increased  to $783,000 in 1997 from  $335,000 in
        1996, an increase of $448,000, or 134%. After the Loss from Discontinued
        Operations  in 1996 of  $1,190,000,  the  Company's Net Loss in 1996 was
        $855,000,  compared  to Net  Earnings  in 1997  of  $783,000.  The  1996
        $1,190,000  Loss  from  Discontinued   Operations  of  Prometcor,   Inc.
        ("Prometcor"),  Newark,  New  Jersey,  related to  additional  costs and
        expenses   projected   to   complete   compliance   with   environmental
        requirements and the eventual sale of Prometcor's properties.
<PAGE>
                   Consolidated  Net Sales were  $23,170,000 in 1997 compared to
        $25,454,000 in 1996. Net Sales of consumer products  decreased at Ronson
        Consumer Products Corporation ("RCPC"),  Woodbridge,  New Jersey, and at
        Ronson Corporation of Canada, Ltd. ("Ronson-Canada"),  (together "Ronson
        Consumer  Products"),  by 7% in 1997 compared to 1996,  primarily as the
        result of  reduced  shipments  of the  Varaflame  Ignitor.  Net Sales at
        Ronson  Aviation,   Inc.  ("Ronson  Aviation"),   Trenton,  New  Jersey,
        decreased by 12% in 1997 compared to 1996,  primarily  because increased
        sales of general aviation  services were more than offset by lower sales
        of aircraft in 1997.

                  Consolidated  Cost of Sales,  as a percentage of  Consolidated
        Net Sales, was lower at 63% in 1997 compared to 65% in 1996. The Cost of
        Sales  percentage  at Ronson  Consumer  Products was unchanged at 52% in
        1997 and  1996.  The Cost of Sales  percentage  at Ronson  Aviation  was
        reduced  to 83% in 1997 from 88% in 1996.  The Cost of Sales  percentage
        decrease at Ronson  Aviation in 1997 was due to cost  reductions  and to
        increased sales of general aviation services.

                   Consolidated Selling, Shipping and Advertising Expenses, as a
        percentage of Consolidated Net Sales,  increased to 16% in 1997 from 14%
        in 1996.  The increase was due primarily to the lower  Consolidated  Net
        Sales in 1997 as compared to 1996.

                   Consolidated  General  and  Administrative   Expenses,  as  a
        percentage of Consolidated Net Sales,  increased to 15% in 1997 from 13%
        in 1996, primarily due to the decrease in Consolidated Net Sales in 1997
        and to increased personnel-related costs and professional fee expenses.

                   Interest Expense  decreased to $523,000 in 1997 from $762,000
        in 1996.  This decrease was primarily due to reduced  short-term debt at
        Ronson Aviation utilized to finance lower aircraft inventory.

                   Other-Net in 1996 included a non-recurring charge of $434,000
        at Ronson  Aviation in the third  quarter of 1996 which  resulted from a
        revaluation  of certain  aircraft  inventory and costs of  restructuring
        Ronson Aviation's operations.

                   The Loss  from  Discontinued  Operations  in the  year  ended
        December 31, 1996, included the costs recorded by the Company related to
        the discontinuance of Prometcor, as follows (in thousands): 


          Discontinuance costs accrued                     $ 1,370
          Deferred income tax benefit                         (180)
                                                           -------
          Loss from Discontinued Operations                $ 1,190
                                                           =======

                   In December  1989 the Company  adopted a plan to  discontinue
        the  operations  in  1990 of one of its New  Jersey  facilities,  Ronson
        Metals Corporation,  subsequently renamed Prometcor,  and to comply with
        the New Jersey  Environmental  Industrial  Site  Recovery  Act  ("ISRA")
        (formerly  ECRA) and all other  applicable  laws. As part of the plan to
        sell the properties of Prometcor's  discontinued  operations,  Prometcor
        has also been involved in the  termination  of its United States Nuclear
        Regulatory  Commission  ("NRC")  license.  The total costs and  expenses
<PAGE>
        related to terminating the Prometcor operations,  less the expected gain
        from the eventual sales of Prometcor's assets, have been projected to be
        approximately  $4,260,000.   These  costs  and  expenses  consisted  of:
        termination  of  Prometcor's  operations;  maintenance  of the Prometcor
        property;  and completion of compliance by Prometcor with  environmental
        regulations.  In the fourth quarters of 1996, 1995, 1993, 1992, 1991 and
        1990; the amounts of $1,370,000,  $970,000, $625,000, $200,000, $520,000
        and  $575,000,  respectively,  (which  total  $4,260,000)  were  charged
        against  the  Company's  Loss  from  Discontinued  Operations,  prior to
        deferred  income tax benefits.  These  charges  between the beginning of
        1990 and year end 1996 were due primarily to: costs incurred; previously
        projected costs related to compliance with the New Jersey  Department of
        Environmental Protection ("NJDEP") requirements; NRC related activities;
        and the extended period of time  previously  projected for NJDEP and NRC
        clearance.  The liability  for these costs and expenses  recorded in the
        financial  statements at December 31, 1997, was  considered  adequate by
        the Company, based upon: the results of testing completed; NJDEP and NRC
        comments;  reports  to the  Company  by its  environmental  counsel  and
        environmental consultants.

                   Although  the Company  believes it has accrued for all future
        costs at  Prometcor,  the full extent of the costs and time  required is
        not determinable until additional sampling and remediation,  if any, has
        been completed and accepted by the NJDEP and by the NRC.

        1996 Compared to 1995

                   The  Company's  Earnings  from  Continuing   Operations  were
        $335,000 in 1996 as compared to  $1,500,000  in 1995.  After Losses from
        Discontinued  Operations  in 1996 and 1995 of  $1,190,000  and $860,000,
        respectively,  the Company's Net Loss in 1996 was $855,000,  compared to
        Net  Earnings  in  1995  of  $640,000.   The  Losses  from  Discontinued
        Operations  of  Prometcor  related  to  additional  costs  and  expenses
        projected to complete compliance with environmental requirements and the
        eventual sale of Prometcor's properties.

                   Consolidated  Net Sales were  $25,454,000 in 1996 compared to
        $26,953,000 in 1995. Net Sales of consumer products  increased at Ronson
        Consumer  Products  by 10% in 1996  compared to 1995,  primarily  as the
        result of increased shipments of its lighter and accessory products. Net
        Sales at Ronson  Aviation  decreased  by 25% in 1996  compared  to 1995,
        primarily due to lower sales of aircraft in 1996.

                   The Company's  Consolidated Cost of Sales, as a percentage of
        Net Sales,  was lower at 65% in 1996 compared to 68% in 1995.  The lower
        Consolidated Cost of Sales percentage was due to the Net Sales of Ronson
        Consumer Products constituting a greater portion of the Consolidated Net
        Sales of the  Company in 1996 as compared to 1995.  This  reduction  was
        partially  offset by an  increased  Cost of Sales  percentage  at Ronson
        Consumer  Products.  The Cost of Sales  percentage  at  Ronson  Consumer
        Products  increased to 52% in 1996 as compared to 51% in 1995  primarily
        due to a  change  in  the  mix of  products  sold.  The  Cost  of  Sales
        percentage at Ronson Aviation was reduced to 88% in 1996 compared to 89%
        in 1995.
<PAGE>
                   Consolidated Selling, Shipping and Advertising Expenses, as a
        percentage of Net Sales,  increased to 14% in 1996 from 12% in 1995. The
        increase  was  due  primarily  to  increased  shipping  and  advertising
        expenses  at Ronson  Consumer  Products.  Since Net Sales  increased  at
        Ronson Consumer Products, however, the Selling, Shipping and Advertising
        percentage  at Ronson  Consumer  Products  was  unchanged at 22% in 1996
        compared to 1995.

                   Consolidated  General  and  Administrative   Expenses,  as  a
        percentage of Consolidated Net Sales,  increased to 13% in 1996 from 12%
        in 1995, primarily due to the decrease in Net Sales in 1996.

                   Interest Expense  increased to $762,000 in 1996 from $541,000
        in 1995.  This increase was primarily  due to the  additional  long-term
        debt from the new mortgage loan between RCPC and Summit Bank  ("Summit")
        dated  December  1, 1995,  and to  increased  short-term  debt at Ronson
        Aviation utilized to finance increased aircraft inventory.

                   Other-Net in 1996 included a non-recurring charge of $434,000
        at Ronson  Aviation in the third  quarter of 1996 which  resulted from a
        revaluation  of certain  aircraft  inventory and costs of  restructuring
        Ronson Aviation's operations.

                   Other-Net in 1995  included a gain of  approximately  $96,000
        from insurance proceeds. This was more than offset by expenses totalling
        approximately  $197,000  related to  settlement of a legal matter and to
        costs related to a Superfund  site matter,  more fully  described in the
        Financial  Condition  section  below,  in which Ronson  Hydraulic  Units
        Corporation ("RHUCOR-CA"),  Duarte,  California,  sold by the Company to
        the Boeing  Corporation in 1981,  has been  identified as a "de minimis"
        Potentially Responsible Party ("PRP").

                   Earnings from Continuing  Operations  before Income Taxes was
        $206,000 in 1996 compared to  $1,003,000  in 1995.  This decline was due
        primarily to a Loss from Operations at Ronson Aviation of $7,000 in 1996
        compared  to Earnings  from  Operations  in 1995 of $246,000  and to the
        non-recurring charge at Ronson Aviation of $434,000 in 1996.

                   Loss from Discontinued Operations included the costs recorded
        by the  Company  in 1996  and  1995  related  to the  discontinuance  of
        Prometcor, as follows (in thousands):

                                                 Year Ended December 31,
                                                   1996           1995
                                                   ----           ----
                                                 
          Discontinuance costs accrued           $ 1,370        $   970
          Deferred income tax benefit               (180)          (110)
                                                 -------        -------
          Loss from Discontinued Operations      $ 1,190        $   860
                                                 =======        =======

                   As the result of the  continuation of sampling and evaluation
        of the results by the  Company's  radiological  and other  environmental
        consultants  in the third and fourth  quarters  of 1996 and in the first
        quarter of 1997, and in consideration of comments from the NJDEP and NRC
        in this same time period,  certain  additional areas requiring  remedial
        action were identified and delineated.  The testing indicated  low-level
        radiological  contamination  in various areas of the Prometcor  property
<PAGE>
        and  solvent  contamination  in the  groundwater  below a section of the
        property.  Additional  sampling  and  remediation  are required and will
        increase  the costs and time  projected  to receive  clearance  from the
        NJDEP  and the  NRC.  As a  result  of the  information  and  regulatory
        comments received in the fourth quarter of 1996 and to date in the first
        quarter of 1997,  the Company  accrued a charge in the fourth quarter of
        1996 of $1,370,000  ($1,190,000  net of the deferred income tax benefit)
        due to the potential additional time and costs projected.

                   In the fourth quarter of 1996, the Company adopted  Statement
        of Position 96-1, "Environmental  Remediation Liability",  ("SOP 96-1"),
        issued by the Accounting  Standards  Executive Committee of the American
        Institute  of  Certified  Public  Accountants.  In  accordance  with the
        provisions  of SOP  96-1,  the  charge  in the  fourth  quarter  of 1996
        included  approximately  $207,000 of costs of compensation  and benefits
        for  employees  of the  Company  who have and are  expected  to devote a
        significant  amount of time directly to the remediation  effort. Of this
        amount,  $99,000  related to employee  costs was  incurred in 1996,  and
        $108,000 in costs is expected to be incurred in 1997.

        INCOME TAXES

                   In  accordance   with   Statement  of  Financial   Accounting
        Standards  ("SFAS") #109,  "Accounting for Income Taxes",  in 1997, 1996
        and 1995,  the  Company  recognized  deferred  income  tax  benefits  of
        $225,000,  $390,000  and  $686,000,   respectively,  as  the  result  of
        reductions in the valuation  allowance related to the Company's deferred
        income tax assets.  The 1995 current  income taxes were presented net of
        credits  arising from the  utilization  of available tax losses and loss
        carryforwards  in  accordance  with SFAS #109.  In 1997,  1996 and 1995,
        current  income tax benefits  (expenses)  were  composed of state income
        taxes of $141,000,  ($81,000) and ($79,000),  respectively.  At December
        31, 1997, the Company had net operating loss  carryforwards  for federal
        income tax purposes of approximately $11,350,000,  investment tax credit
        carryforwards   of   $63,000   and   alternative   minimum   tax  credit
        carryforwards of $60,000.  (Refer to Note 3 of the Notes to Consolidated
        Financial Statements.)

        IMPACT OF INFLATION

                  The Company recognizes that inflation can adversely affect the
        operating performance of a company.  Therefore, in formulating operating
        and pricing  policy,  the Company  carefully  considers  changing  price
        levels.  The Company  believes  that it has been able to pass along cost
        increases as they relate to the production of goods and services.

        FINANCIAL CONDITION

                   The Company's Stockholders' Equity was $1,864,000 at December
        31, 1997, compared with $1,210,000 at December 31, 1996. The increase of
        $654,000 in 1997 in the Company's Stockholders' Equity was due primarily
        to the 1997 Net Earnings of $783,000,  partially offset by a net loss on
        pension  plans.  The  Company  had a  deficiency  in working  capital at
        December 31, 1997,  of  $1,605,000 as compared to $2,293,000 at December
        31,  1996.  The 1997  improvement  in working  capital of  $688,000  was
        primarily due to the Net Earnings in 1997.
<PAGE>
                   The Company's  inventories  were reduced by $1,412,000 in the
        year ended  December 31, 1996,  primarily due to a reduction in aircraft
        inventory at Ronson Aviation.  Short-term debt was reduced by $1,112,000
        in 1996 primarily as the result of repayment of  aircraft-related  loans
        upon the sales of the aircraft.  Cash  increased in 1997 from changes in
        inventories  primarily  due to  sales by  Ronson  Aviation  of  aircraft
        transferred from fixed assets into inventories.

                   The Company's current liabilities of discontinued  operations
        declined by $647,000 in 1997 primarily due to the expenditures  incurred
        in  the  year  related  to  Prometcor's  environmental  compliance.  The
        Company's current  liabilities of discontinued  operations  increased by
        approximately  $760,000  in 1996  primarily  as the  result  of the 1996
        accrual  of  additional   costs  and  expenses   projected  to  complete
        compliance by Prometcor with environmental requirements.

                  Capital  expenditures  increased  to  $2,138,000  in 1997 from
        $504,000  in  1996  primarily  due to the  fourth  quarter  1997  Ronson
        Aviation  purchase  of  a  Citation  II  jet  for  use  in  its  charter
        operations.  The  acquisition  of the aircraft was financed by long-term
        debt  from  Summit.  (Refer  to  Note 5 of  the  Notes  to  Consolidated
        Financial Statements.)

                   In March 1997 RCPC and Summit extended RCPC's  Revolving Loan
        by over three years to June 30, 2000.  The Revolving Loan was originally
        dated January 11, 1995 for a period of two years. The extended agreement
        also amended  certain other terms of the Revolving Loan  agreement.  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) to RCPC based on accounts
        receivable and inventory. The balance available under the Revolving Loan
        is determined by the level of  receivables  and  inventory.  RCPC's 1995
        Term Loan with Summit with a balance at December 31, 1997, of $25,000 is
        payable  in equal  installments  of  $6,250,  plus  interest.  The loans
        currently  bear interest at the rate of 1.5% above  Summit's  prime rate
        (8.5% at December 31, 1997).  Prior to the 1997 amendment,  the interest
        rate on the loans was 2% above  Summit's  prime rate. The Revolving Loan
        and  Term  Loan  are  secured  by the  accounts  receivable,  inventory,
        machinery  and  equipment  of  RCPC,  a  second  mortgage  on the  land,
        buildings and improvements of RCPC and the guarantee of the Company. The
        Summit  agreement  also has  restrictive  covenants  which,  among other
        things,  limit  the  transfer  of assets  between  the  Company  and its
        subsidiaries.

                  In July  1997  RCPC and  Summit  amended  the  Revolving  Loan
        agreement  to provide  $400,000 in  additional  loan  availability.  The
        $400,000  additional amount available will be reduced in monthly amounts
        of  $14,583  from  October  1997 to March  1998 and  monthly  amounts of
        $20,833 from April 1998 to June 1999. The amount of the additional  loan
        availability  was about  $356,000 at December 31, 1997.  The loan amount
        outstanding  due to the  overadvance  is  included in the balance of the
        Revolving Loan referred to in the paragraph above.
<PAGE>
                  In August 1997 Ronson Aviation  entered into an agreement with
        Summit for a Revolving Loan and a Term Loan. The Revolving Loan provides
        a line of credit,  which  expires on June 30, 2000, of up to $400,000 to
        Ronson  Aviation  based on  accounts  receivable.  The Term  Loan in the
        amount of $285,000  was utilized to repay the prior  mortgage  loan from
        Bank of New  York/National  Community  Division to Ronson Aviation.  The
        Term Loan is due in monthly installments of $4,750 plus interest through
        September 1, 1999, and a final  installment of $171,000 on September 30,
        1999.  The  Revolving  Loan and Term Loan bear  interest  at 1.5%  above
        Summit's  prime  rate  and  are  secured  by  the  accounts  receivable,
        inventory,  and  machinery  and  equipment  of Ronson  Aviation  and the
        guarantees of the Company and RCPC.

                   Based on the amount of the loans  outstanding  and the levels
        of accounts  receivable  and  inventory  at December  31,  1997,  Ronson
        Consumer Products had unused borrowings  available at December 31, 1997,
        of about $60,000 under the Summit and Canadian Imperial Bank of Commerce
        lines of credit.  Ronson Aviation had no outstanding loans under the new
        Summit Revolving Loan. Based on the level of accounts receivable, Ronson
        Aviation had unused  borrowings of about  $270,000 under the Summit line
        of credit at December 31, 1997.

                   On February 28, 1997, the Ronson Corporation  Retirement Plan
        ("Retirement Plan") completed the sale of its Salisbury, North Carolina,
        land for the 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 1997 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 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. The aggregate  preferred  dividends in arrears
        at December 31, 1997,  were about  $40,000.  If the Company had not done
        the Exchange Offer,  the aggregate  dividends in arrears would have been
        about $923,000.

                   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 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,  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
<PAGE>
        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.

                  Ronson  Aviation  is  subject  to the New  Jersey  Underground
        Storage  Tank Law,  which  requires  upgrades  to  existing  underground
        storage  tanks by December  22,  1998.  The Company  expects the cost of
        upgrading or replacing Ronson Aviation's  aircraft fueling facilities to
        require expenditures of approximately $300,000. A substantial portion of
        these expenditures is expected to be financed with long-term financing.

                   At December  31, 1997,  the Company did not have  significant
        other capital  commitments.  The Company has operating leases,  the most
        significant  of which  related to office  space used by the  Company and
        Ronson Consumer Products.  The Company's total commitments under capital
        and  operating   leases  are  presented  in  Note  6  of  the  Notes  to
        Consolidated Financial Statements.

                   At   December   31,   1997,   net   assets  of   consolidated
        subsidiaries, excluding intercompany accounts, amounted to approximately
        $2,440,000,  of which  approximately  $2,400,000  is  restricted by loan
        covenants as to transfer to the parent. (Refer to Note 5 of the Notes to
        Consolidated Financial Statements.)

                  The Company has  reviewed its primary  information  management
        systems related to the systems' function when the year 2000 is a factor.
        Based on this review,  the Company believes that the costs of making its
        systems functional when using the year 2000 will not be material.

                  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, unused available borrowing under its existing
        lines of credit, established external financing arrangements,  potential
        additional sources of financing and existing cash balances.

        RECENT ACCOUNTING PRONOUNCEMENTS

                  In June 1997 the Financial Accounting Standards Board ("FASB")
        issued SFAS #130, "Reporting  Comprehensive  Income", which is effective
        for fiscal years  beginning  after December 15, 1997. SFAS #130 requires
        the reporting and display of  comprehensive  income and its  components.
        The Company will adopt SFAS #130 in 1998 as  required.  Under SFAS #130,
        the Company will be required to include in the changes in  Comprehensive
        Income the Company's  changes in Unrecognized  Net Loss on Pension Plans
        and in Cumulative Foreign Currency Translation Adjustment.
<PAGE>
                  In June 1997 the FASB  issued  SFAS #131,  "Disclosures  about
         Segments of an Enterprise and Related Information",  which is effective
         for fiscal years  beginning after December 15, 1997. SFAS #131 requires
         changes in the reporting of segment information in annual and quarterly
         financial  information.  The  Company  will  adopt SFAS #131 in 1998 as
         required.


        Item 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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


        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, 1997, 1996 and 1995.

<PAGE>
                                    PART III

        Item 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

        (a) Identification of directors.

                   The following table indicates  certain  information about the
        Company's seven (7) directors.

                                                   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)
 ----------------     ---     --------   --------  ---------------------------
 Louis V. Aronson II   75     1952-      1999      President & Chief
                              Present              Executive Officer; Chairman
                                                   of Executive Committee;
                                                   Member of Nominating
                                                   Committee.

 Robert A. Aronson     48     1993-      1998      Member of Audit Committee;   
                              Present              Managing Member of           
                                                   Independence Leather,        
                                                   L.L.C., Mountainside, NJ,    
                                                   the principal business of    
                                                   which is the import of       
                                                   leather products, May 1996   
                                                   to present; Senior Vice      
                                                   President/Chief Financial    
                                                   Officer of Dreher, Inc.,     
                                                   Newark, NJ, the principal    
                                                   business of which was the    
                                                   manufacture and import of    
                                                   leather products, October    
                                                   1987 to May 1996; son of the 
                                                   President & Chief Executive
                                                   Officer of the Company. 
                                                                       
 Barton P. Ferris, Jr. 57     1989-      1999      Managing Director-Corporate
                              Present              Finance, Commonwealth
                                                   Associates, New York, NY,   
                                                   the principal business of   
                                                   which is investment banking 
                                                   and securities brokerage,  
                                                   October 1995 to present.     
                                                   Managing Director-Investment 
                                                   Banking, Lepercq, de         
                                                   Neuflize & Co.,Incorporated, 
                                                   New York, NY, the principal  
                                                   business of which is         
                                                   investment banking and money 
                                                   management, January 1990 to  
                                                   October 1995.                
                                                   
<PAGE>
                                                   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)
 ----------------     ---     --------   --------  ---------------------------
 Erwin M. Ganz         68     1976-      1998      Chairman of Audit
                              Present              Committee; Member of
                                                   Executive Committee and      
                                                   Nominating Committee;        
                                                   Consultant for the Company,  
                                                   1994 to present; Executive   
                                                   Vice President-Industrial    
                                                   Operations, 1975-1993; Chief 
                                                   Financial Officer,           
                                                   1987-1993.                   
                                                       

Gerard J. Quinnan      69    June 1996-  2000      Consultant for the Company,
                             Present               1990 - present; Vice
                                                   President-General Manager of
                                                   Ronson Consumer Products    
                                                   Corporation, 1981-1990.     
                                                   

Justin P. Walder       62     1972-      1998      Secretary; Assistant Cor-
                              Present              poration Counsel; Member of  
                                                   Executive Committee and      
                                                   Nominating Committee;        
                                                   Principal in Walder, Sondak  
                                                   & Brogan, P.A., Attorneys at 
                                                   Law, Roseland, NJ.           
                                                   

 Saul H. Weisman       72     1978-      2000      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, 1955-1997.    
                                                   


                   No  director  also  serves as a director  of another  company
registered under the Securities Exchange Act of 1934.
<PAGE>
(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, 2000.

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

Louis V. Aronson II    75        1953 -          President & Chief Executive
                                 Present         Officer; Chairman of
                                                 Executive Committee; Director.

Daryl K. Holcomb       47        June 1996 -     Vice President;
                                 Present

                                 1993 -          Chief Financial Officer;
                                 Present

                                 1988 -          Controller and Treasurer; None.
                                 Present

Justin P. Walder       62        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,  Sondak & 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, except that a Form 4 filed by Mr. Weisman for June 1997
        reporting one transaction was filed six days after its due date.
<PAGE>
        Item 11 - EXECUTIVE COMPENSATION

        SUMMARY COMPENSATION TABLE

                  The   Summary   Compensation   Table   presents   compensation
        information  for the years ended  December 31, 1997, 1996  and 1995, for
        the Chief  Executive  Officer  and the other  executive  officer  of the
        Company whose combined base salary and bonus exceeded $100,000.
<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE
                                                            Long-Term   All
                                                            Compensa-  Other
        Name and                      Annual Compensation      tion   Compen-
                                      -------------------   --------- sation     
        Principal                     Salary        Bonus    Options/ 
        Position              Year     ($)         ($)(1)    SARS (#)  ($)(2)
        ---------             ----   ---------------------  --------- -------
<S>                           <C>    <C>          <C>       <C>       <C>

    Louis V. Aronson II       1997   $462,405     $39,597       --    $10,446
        President & Chief     1996    432,154      53,229   22,500     10,024
        Executive Officer     1995    403,882      53,031       --      9,264

    Daryl K. Holcomb          1997    119,062      12,724       --      2,701
        Vice President &      1996    111,687      15,969   10,000      2,500
        Chief Financial       1995    100,625      13,322    5,500      2,424
        Officer, Controller
        & Treasurer
</TABLE>


        Footnotes

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

        (2)  In 1997 All Other  Compensation  included  matching  credits by the
             Company under its Employees' Savings Plan (Mr. L.V. Aronson, $3,200
             and Mr.  Holcomb,  $2,701);  and the  cost of term  life  insurance
             included in split-dollar life insurance policies (Mr. L.V. Aronson,
             $7,246).

        OPTION GRANTS IN LAST FISCAL YEAR

                  None.

        AGGREGATED OPTION EXERCISES AND YEAR END OPTION VALUES

                  The  following  table  summarizes,   for  each  of  the  named
        executive officers,  the number of stock options unexercised at December
        31, 1997. All options held by the named  executives were  exercisable at
        December  31,  1997.  "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
<TABLE>
<CAPTION>
                                                            Value of
                                    Number of             In-the-Money
                               Unexercised Options         Options at
                                   at FY-End (1)            FY-End (2)
              Name                Exercisable              Exercisable
              ----             -------------------        ------------
<S>                                 <C>                      <C>
        Louis V. Aronson II         22,500                   $   --
        Daryl K. Holcomb            22,500 (2)                14,694
</TABLE>

        Footnotes

        (1)  The options  held by the named  executive  officers at December 31,
             1997, are  exercisable at any time and expire at various times from
             March 11, 1998, through June 26, 2001.

        (2)  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,  1997,  to the option  prices.  Options to purchase
             12,500 shares held by Mr. Holcomb were in-the-money at December 31,
             1997.  In March 1998 Mr.  Holcomb  exercised  options  for 7,000 of
             these shares.

                  LONG-TERM INCENTIVE PLANS

                  None.


                  PENSION PLAN

                  No named  executive  is a  participant  in a  defined  benefit
        pension plan of the Company.


                  COMPENSATION OF DIRECTORS

                  Effective  August 26, 1997,  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.
<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,  and June 11, 1997,  provides for a term
         expiring  December 31, 2000. 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.  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,  a 7% salary
         increase  due  January 1,  1991,  under the terms of the  contract  was
         waived.  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.
         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.


                  COMPENSATION COMMITTEE INTERLOCKS AND INSIDER
                  PARTICIPATION

                  The  Board  of  the  Company,  as a  whole,  provides  overall
        guidance of the Company's executive compensation program. All members of
        the  Board  participate  in the  review  and  approval  of  each  of the
        components of the Company's  executive  compensation  program  described
        below,   except  that  no  director  who  is  also  a  Company  employee
        participates in the review and approval of his  compensation.  Directors
        of the Company who are also current employees of the Company are Messrs.
        L.V.  Aronson and Walder.  Directors  of the Company who are also former
        employees of the Company are Messrs. R.A. Aronson, whose employment with
        the Company ceased in 1987,  Ganz, who retired from the Company in 1993,
        and Quinnan, who retired from Ronson Consumer Products in 1990. Mr. Ganz
        has a  consulting  agreement  with the  Company  for the  period  ending
        December 31, 1998, which is cancellable at any time by either party with
        60 days notice and, effective February 1, 1997, provides compensation at
        the annual rate of $77,500 for the years  ending  December  31, 1997 and
        1998,  plus  participation  in the Company's  health and life  insurance
        plans  and  the  use of an  automobile.  Mr.  Quinnan  has a  consulting
        agreement  with the Company for the period  ending  December  31,  1999,
        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  1997  Mr.  Quinnan  was  compensated  $35,688  for his
        services, of which approximately $32,000 was deferred,  and was provided
        the use of an automobile.
<PAGE>
        (a) Transactions with management and others.

                  During the year ended  December  31,  1997,  the  Company  and
        Ronson  Consumer  Products  were provided  printing  services by Michael
        Graphics,  Inc.,  a New Jersey  corporation,  amounting  to  $70,094.  A
        greater than 10%  shareholder  of Michael  Graphics is the son-in-law of
        the Company's President, who also serves as a director.

        (b) Certain business relationships.

                  During the year ended December 31, 1997, RCPC, Ronson Aviation
        and  Prometcor  retained  the firm of  Walder,  Sondak &  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.

        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:
<TABLE>
<CAPTION>
        Name and Address
         of Beneficial                  Title of    Beneficially     Percent of
            Owner                        Class         Owned            Class
        ----------------                --------    --------------   -----------
<S>                                       <C>        <C>             <C>
        Louis V. Aronson II               Common     740,155 (1)(2)  23.1%(1)(2)
           Campus Drive
           P.O. Box 6707
           Somerset, New Jersey 08875

        Ronson Corporation Retirement
        Plan                              Common     171,300 (2)      5.4%(2)
           Campus Drive
           P.O. Box 6707
           Somerset, New Jersey 08875

        Patrick Kintz                     Common     228,550 (3)      7.2%(3)
           8323 Misty Vale
           Houston, Texas 77075

        Carl W. Dinger III                Common     184,666 (4)      5.8%(4)
           7 Lake Trail West
           Morristown, New Jersey 07960

        Steel Partners II, L.P.           Common     189,699 (5)      6.0%(5)
           750 Lexington Avenue
           27th Floor
           New York, New York   10022
</TABLE>

        (1)  Includes  22,500  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.
<PAGE>
        (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,  Ganz and Gedinsky. 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 911,455
             shares, or 28.5% 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 198,442 shares, or 6.3% of the class.
             If the shares  held by the  Retirement  Plan were  included  in Mr.
             Gedinsky's   beneficial   ownership,   Mr.  Gedinsky's   beneficial
             ownership  would  be  171,300  shares  or  5.4% of the  class.  The
             Retirement  Plan's  holdings were reported in 1988 on Schedule 13G,
             as amended September 22, 1997.

        (3)  228,550 common shares owned directly. This information was provided
             to the Company by Mr. Kintz.

        (4)  184,666 common shares owned directly. This information was provided
             to the Company by Mr. Dinger.

        (5)  189,699  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.

        (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:
<TABLE>
<CAPTION>

        Name of Individual or    Amount and Nature of       Percent of
          Identity of Group     Beneficial Ownership(2)       Class
        ---------------------   -----------------------     ---------- 
<S>                                   <C>                      <C>
        Louis V. Aronson II           740,155 (3)              23.1%

        Robert A. Aronson               5,495                   (1)

        Barton P. Ferris, Jr.          54,136                   1.7%

        Erwin M. Ganz                  27,142 (3)               (1)

        Gerard J. Quinnan               2,500                   (1)

        Justin P. Walder               44,503                   1.4%

        Saul H. Weisman                13,843                   (1)

        Daryl K. Holcomb               32,270                   1.0%

        All Directors and
        Officers as a group
        (nine (9) individuals
        including those named above)  924,744                  28.7%
</TABLE>
<PAGE>
        (1)  Shares  owned  beneficially  are  less  than  1%  of  total  shares
             outstanding.

        (2)  Shares listed as owned  beneficially  include 46,500 shares subject
             to  option  under  the  Ronson  Corporation  1983,  1987  and  1996
             Incentive Stock Option Plans as follows:

<TABLE>
<CAPTION>
                                                       Common Shares
                                                        Under Option
                                                       -------------
<S>                                                       <C>
                      Louis V. Aronson II                 22,500    
                                                                    
                      Justin P. Walder                     5,000    
                                                                    
                      Daryl K. Holcomb                    15,500    
                                                                    
                      All Directors and Officers                    
                      as a group (nine (9)                          
                      individuals including                         
                      those named above)                  46,500    
                                                                    
</TABLE>
 
        (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, Ganz and Gedinsky. 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 911,455  shares,  or 28.5% 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
             198,442 shares, or 6.3% 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.


        Item 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

                  Refer  to  Compensation   Committee   Interlocks  and  Insider
        Participation in Item 11 - Executive  Compensation above for information
        in response to (a) and (b) of this Item.

        (c) Indebtedness of management.

                  None.

        (d) Transactions with promoters.

                  Not applicable.

<PAGE>
                                     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.

                     (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
        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 July 8,
        1997,  the  Revolving  Loan was further  amended to provide  $400,000 in
        additional loan  availability.  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).  The July 1997 amendment was attached
        to the Company's September 30, 1997, Form 10-Q as Exhibit 10(g).

                         On December 1, 1995,  the Company and RCPC entered into
        a mortgage loan agreement with Summit.  The agreements  were attached to
        the Company's 1995 Form 10-K as Exhibits 10(a) and 10(b).

                         On August 28,  1997,  Ronson  Aviation  entered into an
        agreement  with  Summit  for a  Revolving  Loan  and a  Term  Loan.  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).

                         For further  information on 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, 1997,  filed with this report  pursuant to
        Item 8, 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, and June 11, 1997. 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.

                  (a)  The  Summary  of the  Management  Incentive  Plan  of the
        Company and its subsidiaries is attached as Exhibit 10(a).
<PAGE>
                    (11)  Statement  re  computation  of per share  earnings  is
        attached hereto as Exhibit 11.

                    (20) Other documents or statements to security holders.

                         The   Ronson   Corporation   Notice   of   Meeting   of
        Stockholders  held on August 26, 1997, and Proxy  Statement was filed on
        July 28, 1997, and is incorporated herein by reference.

                         On November  15, 1996,  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 are more  fully  described  in the
        Offering  Circular and the accompanying  Letter of Transmittal  filed on
        November 15,  1996,  which are  incorporated  herein by  reference.  The
        Exchange Offer terminated September 30, 1997.

                    (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
        three  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.  

                    (99) Additional exhibits.

                       None.

        (b) Reports on Form 8-K filed in the fourth quarter of 1997.

                  None.
<PAGE>
        (c) Exhibits - The response to this portion of Item 14 is submitted as a
        separate section of this report. (See Item (a) (3).)

        (d) Financial Statement Schedules - The response to this portion of Item
        14 is submitted as a separate section of 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 24, 1998             By:   /s/Louis V. Aronson II
                                            ----------------------
                                            Louis V. Aronson II, President and
                                            Chief Executive Officer and Director


   Dated:  March 24, 1998             By:   /s/Daryl K. Holcomb
                                            -------------------
                                            Daryl K. Holcomb, Vice President &
                                            Chief Financial Officer, Controller
                                            and Treasurer


   Dated:  March 24, 1998             By:   /s/Justin P. Walder
                                            -------------------
                                            Justin P. Walder, Secretary and
                                            Director


   Dated:  March 24, 1998             By:   /s/Robert A. Aronson
                                            --------------------
                                            Robert A. Aronson, Director


   Dated:  March 24, 1998            By:    /s/Barton P. Ferris, Jr.
                                            ------------------------
                                            Barton P. Ferris, Jr., Director


   Dated:  March 24, 1998            By:    /s/Erwin M. Ganz
                                            ----------------
                                            Erwin M. Ganz, Director


   Dated:  March 24, 1998            By:    /s/Gerard J. Quinnan
                                            --------------------
                                            Gerard J. Quinnan, Director


   Dated:  March 24, 1998            By:    /s/Saul H. Weisman
                                            -------------------
                                            Saul H. Weisman, Director