FORM 10-QA-2

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934
For the quarterly period ended December 31, 1994

                                       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 number              1-6107


                 SKLAR CORPORATION (formerly MEDCO GROUP, INC.)
             (Exact name of registrant as specified in its charter)


              Pennsylvania                            44-0625447
  (State or other jurisdiction of             (I.R.S. Employer Identification
   incorporation or organization)                        Number)

889 S. Matlack Street, West Chester, Pennsylvania          19382
(Address of principal executive offices)                (Zip Code)

Registrant's telephone number, including area code    (610) 430-3200


     Indicate  by check mark  whether the  registrant  (l) 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 shorter  period that the  registrant
was  required  to file such  reports)  and (2) has been  subject to such  filing
requirements for the past 90 days.
          Yes __X__     No ____

     Indicate the number of shares  outstanding of each of the issuer's  classes
of common stock, as of the latest practicable date.


            Class                           Outstanding at January 31, 1995
(Common stock, $0.10 par value)                        1,237,711


<PAGE>


                                SKLAR CORPORATION


                                      INDEX



                                                                        Page No.

Part I   Financial Information

         Balance Sheet -
                  December 31, 1994 and March 31, 1994 .......................3

         Statement of Income -
                  three months and nine months ended 
                  December 31, 1994 and 1993 .................................4

         Statement of Cash Flows -
                  three months and nine months ended 
                  December 31, 1994 and 1993 .................................5

         Notes to condensed financial statements .........................6 - 8

         Management's Discussion and Analysis of Financial
                  Condition and Results of Operations ...................9 - 10


Part II   Other Information

         Item 1   Legal Proceedings .........................................11

         Item 3   Defaults Upon Senior Securities ...........................11

         Item 5   Other Information .........................................11

         Item 6   Exhibits ..................................................11

                                       2

<PAGE>


                                SKLAR CORPORATION
                                 BALANCE SHEETS
                                   (Unaudited)

<TABLE>
<CAPTION>
ASSETS                                                        12/31/94           3/31/94
<S>                                                        <C>               <C>
CURRENT ASSETS:
     Cash                                                   $         0       $    13,733
     Accounts Receivable                                      1,153,849         1,053,319
     Inventories (Note 5)                                     2,917,914         1,896,546
     Prepaid Expenses                                            49,057            54,679
                                                            -----------       -----------
TOTAL CURRENT ASSETS                                          4,120,820         3,018,277

EQUIPMENT AND IMPROVEMENTS (Note 6)                             414,046           291,162
GOODWILL (Note 7)                                               948,119           970,457
OTHER ASSETS                                                    569,751           646,124
                                                            -----------       -----------
TOTAL ASSETS                                                $ 6,052,736       $ 4,926,020
                                                            ===========       ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
     Cash Overdraft                                         $    52,559       $    29,777
     Short-term Bank Borrowings (Note 2)                      1,390,000         1,646,000
     Current Portion-Long-Term Debt                             377,626            24,293
     Current Portion-Capital Lease Obligation                    22,645            15,996
     Trade Accounts Payable                                   1,442,784         1,113,182
     Accrued Expenses                                            89,933            91,913
     Accrued Income Taxes                                         1,041            39,000
                                                            -----------       -----------
TOTAL CURRENT LIABILITIES                                     3,376,588         2,960,161

     Long-Term Debt (Note 3)                                    815,115           163,984
     Long-Term Capital Lease Obligation                          16,951                 0
                                                            -----------       -----------
TOTAL LIABILITIES                                             4,208,654         3,124,145
                                                            -----------       -----------

CONTINGENCIES                                                         0                 0

STOCKHOLDERS' EQUITY (Note 9):
     Series A convertible preferred stock, par value
       $.01 per share, authorized, 10,000,000 shares;
       issued and outstanding 24,825 shares                         248               248
     Series A subordinate convertible preferred stock,
       no par value, authorized 4,000 shares; issued
       and outstanding -0-                                            0                 0
     Common stock, par value $.10 per share,
        authorized, 1,500,000 shares; issued and
        outstanding, 1,237,711 shares                           123,771           123,771
     Additional Paid-in Capital                               2,106,482         2,106,482
     Deficit                                                   (386,419)         (428,626)
                                                            -----------       -----------
                                                              1,844,082         1,801,875
                                                            -----------       -----------

TOTAL LIABILITIES & STOCKHOLDER'S EQUITY                    $ 6,052,736       $ 4,926,020
                                                            ===========       ===========
</TABLE>

                        See notes to financial statements


                                       3
<PAGE>


                                SKLAR CORPORATION
                              STATEMENTS OF INCOME
                                   AND DEFICIT
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                  Three Months Ended                   Nine Months Ended
                                             12/31/94          12/31/93           12/31/94          12/31/93
<S>                                        <C>               <C>               <C>              <C>
Revenues:
   Net Sales (Note 10)                      $ 1,772,951       $ 1,486,134       $ 4,485,386       $ 4,301,871
   Other                                              0                 0                 0                 0
                                            -----------       -----------       -----------       -----------

                                              1,772,951         1,486,134         4,485,386         4,301,871

Cost and Expenses:
   Cost of Goods Sold                           895,097           782,050         2,166,243         2,177,166
   Selling, General and Administrative          791,307           617,614         2,098,972         1,892,152
   Interest                                      62,630            56,003           166,264           164,509
                                            -----------       -----------       -----------       -----------

                                              1,749,034         1,455,667         4,431,479         4,233,827
                                            -----------       -----------       -----------       -----------

Income before taxes                              23,917            30,467            53,907            68,044

Provision for Income Taxes
   Currently Payable (Note 8):
       State                                     (5,700)           (8,000)          (11,700)          (20,000)
                                            -----------       -----------       -----------       -----------

Net Income                                       18,217            22,467            42,207            48,044


Deficit beginning of period                    (404,636)         (494,169)         (428,626)         (519,746)
                                            -----------       -----------       -----------       -----------

Deficit end of period                       $  (386,419)      $  (471,702)      $  (386,419)      $  (471,702)
                                            ===========       ===========       ===========       ===========

Per Share Data:
Weighted Average Common Shares
  Outstanding                                 1,237,711         1,237,711         1,237,711         1,237,711
                                            -----------       -----------       -----------       -----------

Loss Per Share (Note 11)                    $     (0.05)      $     (0.05)      $     (0.15)      $     (0.15)
                                            ===========       ===========       ===========       ===========
</TABLE>


                        See notes to financial statements

                                       4
<PAGE>


                                SKLAR CORPORATION
                            STATEMENTS OF CASH FLOWS
                           INCREASE (DECREASE) IN CASH
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                               Three Months Ended                  Nine Months Ended
                                                          12/31/94           12/31/93         12/31/94           12/31/93
<S>                                                     <C>               <C>               <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net Income                                          $    18,217       $    22,467       $    42,207       $    48,044
                                                         -----------       -----------       -----------       -----------
     Adjustments to reconcile net income to
       net cash provided by operating activities
         Depreciation and amortization                        72,206            63,081           212,126           189,239
           Provision for losses on
             accounts receivable                               6,848             6,000            18,000            18,000

     Change in operating assets and liabilities:
         (Increase)Decrease in accounts receivable          (192,229)           28,526          (100,530)           33,251
         (Increase)Decrease in inventory                    (945,705)           63,552        (1,021,368)           32,785
         (Increase)Decrease in prepaid expenses               14,274            (4,999)            5,622            (4,550)
         Increase(Decrease) in accounts payable              308,986           (88,498)          329,602            68,346
         Increase(Decrease) in accrued expenses               52,788            16,208            (1,980)          (81,813)
         Increase(Decrease) in income taxes payable           (2,906)           (4,000)          (37,959)           18,936
                                                         -----------       -----------       -----------       -----------

         Total Adjustments                                  (685,738)           79,870          (596,487)          274,194
                                                         -----------       -----------       -----------       -----------
           Net cash provided by(used in)
             operating activities                           (667,521)          102,337          (554,280)          322,238
                                                         -----------       -----------       -----------       -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Capital expenditures                                   (124,626)          (10,843)         (174,274)          (54,547)
     Principal payments received on
         note receivable                                      60,000                 0            60,000            41,039
     Intangible Assets                                       (55,090)          (39,268)          (62,042)         (135,476)
                                                         -----------       -----------       -----------       -----------
         Net cash used in investing activities              (119,716)          (50,111)         (176,316)         (148,984)
                                                         -----------       -----------       -----------       -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Net borrowings(payments)
         on line-of-credit agreement                         100,000           (25,000)          144,000          (175,000)
     Net borrowings(payments)
         on capital lease (Note 12)                             (579)           (7,406)          (13,707)          (22,256)
     Net borrowings(payments) of long term debt              619,774            (4,979)          563,788           (14,925)
                                                         -----------       -----------       -----------       -----------
         Net cash provided by (used in)
            financing activities                             719,195           (37,385)          694,081          (212,181)
                                                         -----------       -----------       -----------       -----------

NET INCREASE(DECREASE) IN CASH                               (68,042)           14,841           (36,515)          (38,927)
CASH BEGINNING OF PERIOD                                      15,483           (33,633)          (16,044)           20,135
                                                         -----------       -----------       -----------       -----------

CASH END OF THE PERIOD                                   $   (52,559)      $   (18,792)      $   (52,559)      $   (18,792)
                                                         ===========       ===========       ===========       ===========
</TABLE>



                        See notes to financial statements

                                       5
<PAGE>


                                SKLAR CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)


NOTE 1   MANAGEMENT'S REPRESENTATION

In the opinion of Management,  the unaudited  financial  statements  contain all
adjustments  necessary to present  fairly the financial  position as of December
31,  1994 and the  results of  operations  and  statement  of cash flows for the
period then ended, as presented.

NOTE 2   SHORT-TERM BANK BORROWINGS

On November 10, 1994 the Company  entered into  agreements with Meridian Bank to
restructure the existing financing agreements concurrent with the acquisition of
the Herwig division of General Medical  Corporation.  The amended line of credit
has a maximum principal amount of $2,200,000,  replacing the former  $1,600,000.
The  rate of  interest  on the new line is  calculated  at the  Bank's  National
Commercial Rate plus 2.25%.  The acquisition of Herwig's  inventory was financed
by a $700,000 loan which has a 20-month term with an interest rate of Prime plus
2.25%. Previously, on May 20, 1994 the Company negotiated a three year term loan
of  $400,000  at Prime plus 2.5%,  of which  principal  of $11,111  and  accrued
interest will be paid in 36 monthly installments commencing June 1, 1994 and due
in full May 1, 1997.

These loans are secured by the Accounts Receivable and Inventory of the Company.
Total  borrowings  under  the  line of  credit  may not  exceed  the  lesser  of
$2,200,000 or the Borrowing Base, which is the sum of 80% of qualified  Accounts
Receivable plus 45% of qualified Inventory not to exceed $800,000. Additionally,
the  Inventory  Component may never exceed 60% of the  Borrowing  Base.  The new
agreement also facilitates a $100,000 letter of credit which is a subline of the
line of credit facility.

NOTE 3   LONG-TERM DEBT

The Company  negotiated a three year term loan of $400,000 on May 20, 1994 and a
20-month  $700,000  loan on  November  10, 1994 to finance  the  acquisition  of
Herwig's  inventory  with  Meridian  Bank.  These  loans  were part of a general
restructuring of existing financing agreements as described in Note 2 above.

The contract  under which Dental  Corporation  of America (DCA) was acquired was
renegotiated  in April 1992.  The  renegotiated  contract,  among other  things,
changed  the  payment  terms from three  fixed  $100,000  annual  payments  plus
interest and  royalties  based upon future sales to a fixed  monthly  payment of
$12,000 for one year  commencing  April 1, 1992 followed by a monthly payment of
$5,000 for six years commencing April 1, 1993. The gross payments and associated
liability under the new agreement are  substantially  the same as to those which
were recorded,  including  interest,  upon the acquisition of DCA.  Accordingly,
there has been no change to the financial  statements  in  connection  with this
renegotiation.  The new agreement did however  change the aggregate  prospective
maturities.

                                       6
<PAGE>


                                SKLAR CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)


NOTE 4   BUSINESS OPERATIONS

The Company  imports and  distributes  under the Sklar,  Misdom-Frank  and other
trademarks hand-held,  non-electronic  instruments for the surgical,  dental and
veterinary fields.

NOTE 5   INVENTORIES

Inventories  are  stated at the lower of cost  (first-in,  first-out  method) or
market.

NOTE 6   EQUIPMENT AND IMPROVEMENTS

Equipment and improvements are stated at cost less accumulated  depreciation and
amortization.  Depreciation  and  amortization  are  provided  generally  on the
straight-line  method over the useful lives of the assets which are estimated to
be three to ten years for  equipment and the shorter of the life of the lease or
the life of the asset for leasehold improvements.

NOTE 7   GOODWILL AND CATALOG DEVELOPMENT COSTS

Goodwill is amortized over forty years, and catalog  development costs are being
amortized at various schedules ranging from 1 1/2 - 7 years.

NOTE 8   INCOME TAXES

Federal   Income  taxes  are  credited  to  Goodwill  until  prior  year's  loss
carryforwards  expire.  Income taxes are computed on the  effective  tax rate of
33%. Federal income taxes will be offset by net operating loss carryforwards and
goodwill  will be reduced  accordingly  to reflect the  utilization  of the loss
carryforwards. No carryforwards exist for state income tax purposes.

NOTE 9   STOCKHOLDERS' EQUITY

As of December  31, 1994 of the  1,500,000  shares of Common  Stock  authorized,
1,237,711 are outstanding.  Of the Series A Convertible  Preferred Stock, 24,825
shares are authorized and outstanding.

The Series A  Convertible  Preferred  Stock may be redeemed by the Company after
March 1,  1986 at a price of $100 per  share and is  entitled  to a  liquidation
preference  of $100 per share plus  cumulative  dividends.  Annual  dividends of
$12.50 per share accrue cumulatively on the Series A Convertible Preferred Stock
commencing on July 1, 1984,  payable on June 30 of each year commencing June 30,
1985. No dividends have been declared in the years 1988 through 1994.

                                       7
<PAGE>


                                SKLAR CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 10   SALES

A sale is recorded when title to the product passes to the customer.

NOTE 11   NET LOSS PER SHARE

Net loss per share is computed by dividing the net  income(loss) by the weighted
average number of shares of Common Stock  outstanding after giving effect to the
ratably  accrued  preferred  dividend.  No effect has been given to Common Stock
equivalent shares as such would be anti-dilutive.

NOTE 12   CASH FLOW INFORMATION

For purposes of the statement of cash flows, the Company  considers cash in bank
and on hand as cash equivalents.

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:

The Company  restructured its borrowings with Meridian Bank on November 10, 1994
by refinancing  the  $1,600,000  credit line with a new line of $2,200,000 and a
$700,000  20-month term loan to acquire the Herwig  inventory.  The Company also
has a three year $400,000 term loan with Meridian from May 20, 1994. In December
1994 a lease  obligation  of  $48,638  with a two year  payout was  incurred  to
finance new computer  equipment  replacing an April 1992 lease which will expire
at the end of this fiscal year.

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

Interest paid  amounted to $137,448 in the nine months ended  December 31, 1994,
and $152,970 in the nine months ended December 31, 1993.

Income  taxes paid  amounted to $32,939 in the nine months  ended  December  31,
1994, and $14,408 in the nine months ended December 31, 1993.

                                       8
<PAGE>


                                SKLAR CORPORATION
                       MANAGEMENT DISCUSSION AND ANALYSIS


The following  discussion and analysis  provides  information  which  management
believes is relevant to an assessment and understanding of the Company's results
of  operations  and  financial  condition.  The  discussion  should  be  read in
conjunction with the financial  statements and notes thereto appearing elsewhere
herein.

RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, the percentage of net
sales for certain items in the Company's Statements of Income for each period:

<TABLE>
<CAPTION>
Income and Expense Items as Percentage of
Net Sales for the Quarter ended December 31

                                                      1994                1993
<S>                                                 <C>             <C>
Net Sales                                            100.0%              100.0%
Cost of Sales                                         48.3                52.6
Gross Profit                                          51.7                47.4
Selling, General and
  Admin. Expenses                                     46.8                41.6
Income (Loss) Before
  Interest & Taxes                                     4.9                 5.8
Interest Expenses                                      3.7                 3.8
Income Before
  Income Taxes                                         1.2                 2.0
Net Income                                             1.0                 1.5
</TABLE>


SALES

For the three months ended  December 31, 1994 compared to the three months ended
December 31, 1993,  sales  increased by  $286,817.  This  increase  reflects the
additional  sales  generated by the  acquisition  of the inventory of the Herwig
division of General  Medical and  resulting  agreement  to sell said  product to
General Medical branches.

COST OF SALES

Cost of sales decreased by  approximately  4% compared to the three months ended
December 31, 1993.

                                       9
<PAGE>


                                SKLAR CORPORATION
                       MANAGEMENT DISCUSSION AND ANALYSIS


SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling,  General and  Administrative  expenses have increased  approximately 5%
from  the  three  months  ended   December  31,  1993.  The  increase  in  these
expenditures was largely the result of transitional  expense associated with the
acquisition of Herwig inventory from General Medical.

INCOME TAXES

As a  result  of the  merger  of  Medco  Jewelry  Corporation  and  Misdom-Frank
Corporation,  management  believes  that the net operating  loss  carry-forwards
available to Medco Jewelry Corporation at the date of merger have transferred to
Medco Group Incorporated.  Such loss carry-forwards of approximately  $6,518,000
which expire in 1994  ($2,668,000),  1995  ($1,596,000),  1997 ($244,000),  1998
($974,000), 1999 ($50,000), 2000 ($14,000), 2001 ($461,000) and 2002 ($511,000),
are available as deductions  from taxable income of future years.  For financial
statement purposes, the net operating loss carry-forwards will be used to reduce
goodwill as the benefit is realized.

LIQUIDITY AND CAPITAL RESOURCES

The Company's $2,200,000 revolving line of credit and term loans of $400,000 and
$700,000  with  Meridian  Bank are  considered  adequate  to meet the  financing
requirements  of the Company both now and in the foreseeable  future.  Currently
the Company uses $1,390,000 of the credit line.

OTHER MATTERS

On November 10, 1994, and amended on November 18, 1994, the Company entered into
an agreement with General Medical  Manufacturing,  a wholly-owned  subsidiary of
General Medical Corporation of Richmond, VA to purchase the surgical instruments
inventory of its Herwig division. As part of the transaction General Medical and
Sklar entered into a non-exclusive  distribution  agreement for general surgical
instruments  under the Sklar and Herwig brand names. The Company  purchased only
Herwig's  inventory and the  transaction was financed by Meridian Bank through a
restructuring of the Company's  existing line of credit and a new term loan. The
revolving line of credit has been raised from  $1,600,000 to $2,200,000  with an
interest rate equal to the bank's  national  commercial  rate (BNCR) plus 2.25%.
The $700,000 loan has a 20-month term with an interest rate of BNCR plus 2.25%.


                                       10
<PAGE>


                                SKLAR CORPORATION
                           PART II - OTHER INFORMATION

ITEM 1   LEGAL MATTERS

(A) In 1986 the former  president  of Medco  contracted  with a business  broker
(ROI) to acquire another  business.  One hundred  thousand  (100,000)  shares of
Medco stock were issued for the services  which were to be performed.  A dispute
arose and ROI claims they are entitled to dollars instead of stock.

(B) In June of 1991 the Company was  notified  that a four-count  complaint  had
been filed  against the  Company by an  individual  who alleges  that a piece of
trachea  tube  broke off while in the  plaintiff  in May of 1990.  Each cause of
action was made in the amount of one million  dollars.  The Company referred the
matter to its insurance  company and contacted the  manufacturer  of the trachea
tube.

(C) The Company has filed suit against the former principal of DCA for violating
terms of a non-compete  agreement  signed as part of a re-negotiated  settlement
for the  purchase  of DCA.  This suit will seek the return of all moneys paid to
the  former  principal  to date.  This case is  currently  in the  pleading  and
discovery  stage,  therefore,  no assessment of the outcome of the case has been
made by legal counsel.

ITEM 3   DEFAULTS UPON SENIOR SECURITIES

As reported in  registrant's  form 10-Q for the quarter ended  December 31, 1985
and as further discussed in Note 9 to the financial  statements,  the registrant
did not  declare a dividend on its  cumulative  Series A  Convertible  Preferred
Stock on June 30, 1988 through 1994.

ITEM 5   OTHER INFORMATION

On July  29,  1993,  the  Company  entered  into a  marketing  agreement  with a
gynecological firm by the name of Simpson/Bayse whereby the Company would be the
exclusive  representative  of Simpson/Bayse in certain markets.  The Company has
taken possession of certain inventory and other assets which it has committed to
acquire  subject  to future  minimum  sales  that  have a cost in the  amount of
$60,000.00 with respect to the inventory.

At the annual  meeting held on February 27, 1992, it was approved by shareholder
vote to change the name of the  corporation  from Medco  Group  Incorporated  to
Sklar Corporation.  The Company applied for and was granted on May 26, 1993, the
approval  of the  Pennsylvania  Department  of  State  in  compliance  with  the
requirements  as set forth in 15 PA C.S.  ss 1915  Articles  of  Amendment.  The
Company filed a form 8-K dated  December 13, 1993 to notify the  Securities  and
Exchange Commission of the name change.

ITEM 6  EXHIBITS

10(ii)(B&C)  Agreement  to  Purchase  Assets of the Herwig  Division  of General
Medical Corporation and for a continuing  marketing  relationship.  Confidential
treatment has been requested for portions of this agreement.


                                       11

<PAGE>


     PURSUANT TO THE  REQUIREMENTS  OF THE SECURITIES  EXCHANGE ACT OF 1934, THE
REGISTRANT  HAS DULY  CAUSED  THE  REPORT  TO BE  SIGNED  ON ITS  BEHALF  BY THE
UNDERSIGNED THEREUNTO DULY AUTHORIZED.



SKLAR CORPORATION




DON TAYLOR
PRESIDENT








January 31, 1996