FORM 10-QSB

                       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 three month period ended September 30, 1997

                                       OR

[x]  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
             (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)

Issuer's telephone number                           (610) 430-3200

     Check whether the issuer (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 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 ________

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

     Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court. Yes ________ No ________

                      APPLICABLE ONLY TO CORPORATE ISSUERS

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

             Class                             Outstanding September 30, 1997
   ----------------------------                ------------------------------
  (Common stock, $0.10 par value)                        1,237,711

Transitional Small Business Disclosure Format (Check one): Yes ________ No X

<PAGE>
                                SKLAR CORPORATION


                                      INDEX

                                                                       Page No.

Part I Financial Information

         Balance Sheet -
              September 30, 1997 ..................................       3

         Statement of Income (Loss) -
              six months ended September 30, 1997 and 1996 ........       4

         Statement of Cash Flows -
              six months ended September 30, 1997 and 1996 ........       5

         Notes to condensed financial statements ..................   6 - 9

         Management's Discussion and Analysis of Financial
              Condition and Results of Operations ................. 10 - 11


Part II  Other Information

         Item 1  Legal Proceedings ................................ 11 - 12

         Item 3  Defaults Upon Senior Securities ..................      12





                                       2
<PAGE>
                                SKLAR CORPORATION
                                  BALANCE SHEET
                                   (Unaudited)

ASSETS                                                        9/30/97
CURRENT ASSETS:
     Cash                                                  $    33,012
     Accounts Receivable                                     2,656,423
     Inventories (Note 5)                                    3,773,837
     Prepaid Expenses                                          216,061
                                                           -----------
TOTAL CURRENT ASSETS                                         6,679,333

EQUIPMENT AND IMPROVEMENTS (Note 6)                            570,188
GOODWILL (Note 7)                                            1,979,468
OTHER ASSETS                                                   100,831
                                                           -----------
TOTAL ASSETS                                               $ 9,329,820
                                                           ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
     Cash Overdraft                                        $   162,068
     Short-term Bank Borrowings (Note 2)                     2,802,000
     Current Portion-Long-Term Debt                            208,822
     Trade Accounts Payable                                  2,426,526
     Accrued Expenses
                                                                66,890
     Accrued Income Taxes                                       30,686
                                                           -----------
TOTAL CURRENT LIABILITIES                                    5,696,993

     Other Liabilities                                         704,434
     Long-Term Debt (Note 3)                                   709,713
                                                           -----------

TOTAL LIABILITIES                                            7,111,139
                                                           -----------

CONTINGENCIES

STOCKHOLDERS' EQUITY (Note 9):
     Series A convertible preferred stock, par value
       $.01 per share, authorized, 35,000 shares;
       issued and outstanding 24,825 shares                        248
     Series A subordinate convertible preferred stock,
       no par value, authorized 4,000 shares; issued
       and outstanding -0-                                           0
     Common stock, par value $.10 per share,
        authorized, 1,500,000 shares; issued and
        outstanding, 1,237,711 shares                          123,771
     Additional Paid-in Capital                              2,106,482
     Deficit                                                   (11,820)
                                                           -----------
                                                             2,218,681
                                                           -----------
TOTAL LIABILITIES & STOCKHOLDER'S EQUITY                   $ 9,329,820
                                                           ===========

                        See notes to financial statements

                                       3
<PAGE>

                                SKLAR CORPORATION
                           STATEMENTS OF INCOME (LOSS)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                      For the Six months Ended
                                                   9/30/97                 9/30/96
<S>                                                <C>                   <C>      
Revenues:
   Net Sales (Note 10)                           $ 6,903,869           $ 6,962,099


Cost and Expenses:
  Cost of Goods Sold                               3,932,599             3,885,183
  Selling, General and Administrative              2,728,508             2,814,350
  Interest                                           210,148               190,206
                                                 -----------           -----------

                                                   6,871,255             6,889,739
                                                 -----------           -----------

Income (Loss) before taxes                            32,614                72,360



Provisions for Income Taxes
  Currently Payable (Note 8)                           3,261                10,765
                                                 -----------           -----------

Net Income (Loss)                                     29,353                61,595
                                                 -----------           -----------

Preferred Dividend Requirement (Note 9)              155,156               155,156
                                                 -----------           -----------

Loss Applicable to Common Shares                 $  (125,803)          $   (93,561)
                                                 -----------           -----------

Per Share Data:

Weighted Average Common Shares
  Outstanding                                      1,237,711             1,237,711
                                                 -----------           -----------

Loss Per Share (Note 11)                         $     (0.10)          $     (0.08)
                                                 ===========           ===========
</TABLE>


                        See notes to financial statements

                                       4
<PAGE>

                                SKLAR CORPORATION
                            STATEMENTS OF CASH FLOWS
                           INCREASE (DECREASE) IN CASH
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                For the Six months Ended
                                                             9/30/97               9/30/96
<S>                                                         <C>                   <C>    
Net Cash Provided (Used) by Operating Activities              163,225               667,059


Net Cash Provided (Used) by Investing Activities              (77,856)           (3,458,153)

Net Cash Provided (Used) by Financing Activities              (59,862)            2,662,225
                                                          -----------           -----------

Net Increase (Decrease) in Cash                                25,507              (128,869)
Cash at Beginning of Period                                     7,506               128,869
                                                          -----------           -----------

Cash at End of Period                                     $    33,013           $         0
                                                          ===========           ===========
</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 September
30, 1997 and the results of operations and cash flows for the period then ended.

NOTE 2   SHORT-TERM BANK BORROWINGS

On June 4, 1996 the  Company  entered  into an  amended  and  restated  loan and
security agreement for a $3,750,000 line of credit,  which reduced to $3,000,000
on  March  31,  1997,  and is  collateralized  by the  sum of 80% of  qualifying
accounts  receivable  plus 50% of  inventories.  Borrowings  based  on  eligible
inventories  may  comprise  up to 50% of the  outstanding  credit  line  amount.
Qualifying  accounts  receivable and inventory used as a basis for the September
30, 1997 borrowing totaled $3,624,483.  Unused available credit at September 30,
1997 was  $171,640.  The amount of available  credit line is dependent  upon the
balance of qualifying accounts receivable and inventory and is therefore subject
to change.

Borrowings from this line bear interest at the Bank's  National  Commercial Rate
(BNCR) plus 1.25% (one and one-quarter  percent). At September 30, 1997 the BNCR
was 8.50%.  The interest expense on short-term bank borrowings for 1997 and 1996
amounted  to $137,963  and  $135,798,  respectively.  The company is required to
provide for interest rate protection.

The terms of the  borrowing  agreement  state that the Company may not,  without
prior consent of the lender,  declare or pay any  dividends or incur  additional
debt or  obligations.  The  Company's  President,  Mr.  Don  Taylor,  personally
guaranteed  all  obligations  under  this  agreement  secured  by a lien  on his
personal assets and his common and preferred  shares of the Company's  stock. In
addition the company must meet certain working  capital,  net worth and tangible
net worth  requirements  at various  times  during the line of credit  agreement
which  expires  June 30,  1998.  At  September  30,  1997,  the bank has  waived
compliance with one of these covenants.


                                       6

<PAGE>

                                SKLAR CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)


NOTE 3   LONG-TERM DEBT

The  company  has  a  long-term  borrowing  arrangement  with  CoreStates  Bank,
guaranteed by the United States Small Business Administration, with a balance of
$220,000 at September 30, 1997. The loan is payable in monthly  installments  of
$10,000 plus interest at New York's Prime Rate plus 2.25% through December 1999.
The prime  rate was 7.75% at  September  30,  1997.  This loan is secured by the
Herwig inventory and all of the company's other tangible and intangible assets.

The company has a long-term obligation to the former owner at Dental Corporation
of America for $117,130 at September 30, 1997.  Payments on this note are due at
$5,000 per month including  interest at 20.1%. The company has not made payments
on this  obligation  since  September  30,  1996,  but  continues to reflect the
liability (see Item 1(A), Legal Matters under Part II, Other Information.)

         Effective May 31, 1996 the Company  acquired certain assets and assumed
certain  liabilities  of Surgical  Medical  Specialists,  Inc.  (SMS)  valued at
$3,306,791.  The  purchase  price was  allocated  $1,999,347  to  inventory  and
$1,307,444 to goodwill.  The purchase was financed by  $1,700,000  drawn against
the Company's  amended  credit line  agreement with  CoreStates  Bank,  $900,386
assumption of SMS liabilities  and $706,405 of notes payable to the Seller.  The
Company is pursuing its legal rights  regarding its  acquisition of the business
as a result of developments about which the company has become aware (See Item 1
(B)., Legal Matters under Part II, Other Information).

         The liabilities assumed in this transaction are payable to vendors with
whom there either is an already existing relationship or where there is expected
to be a  continuing  relationship  of that  already  established  by SMS.  These
liabilities were payable by SMS under various trade term  arrangements  which do
not bear interest.  As a result of developments  and  information  learned since
acquisition,  Sklar's  management  is of the opinion that the  principals  and a
relative  defrauded Sklar,  and  accordingly,  Sklar is seeking punitive damages
from those  individuals as well as asking the panel of arbitrators to cancel all
moneys that Sklar owes to those  principals  and their  creditors.  As such,  no
payments have been made on these liabilities since September 1996, and they have
been classified as Other Liabilities on the Balance Sheet.

         The notes payable to the seller of $706,405 bear interest at 9% and are
payable  in a lump sum  amount  of  $200,000  on  December  1,  1996 and then in
eighteen equal installments of $33,333 commencing June 1, 1997. No payments have
been made on these  notes,  but the  balance has been  reduced by the  estimated
value of inventory now in the possession of the United States Government.


                                       7

<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.

In November 1994 the Company  purchased the inventory of the Herwig  Division of
the General Medical  Corporation (GMC). As part of the purchase  agreement,  the
Company  entered  into a long-term  marketing  agreement  to supply GMC with its
medical instrument needs.

No changes have occurred in the company's business  operations in the six months
ended September 30, 1997.

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  fifteen or twenty  years,  and catalog  development
costs are being amortized at various  schedules ranging from 1 - 5 years for the
six month periods ended September 30, 1997 and 1996.

NOTE 8   INCOME TAXES

Income taxes  represent  the State tax due.  Federal  income  taxes  payable are
offset by net operating loss  carry-forwards and goodwill is reduced accordingly
to  reflect  the   utilization   of  the  loss   carry-forwards.   No  tax  loss
carry-forwards exist to offset state income tax payable.

As a  result  of the  merger  of  Medco  Jewelry  Corporation  and  Misdom-Frank
Corporation,  management  believes  there  may be  federal  net  operating  loss
carry-forwards available to Medco Jewelry Corporation at the date of merger that
have transferred to Sklar Corporation.  Such loss  carry-forwards and additional
post-merger operating losses totaling approximately $1,946,000,  which expire in
1998  ($910,000),  1999 ($50,000),  2000 ($14,000),  2001  ($461,000),  and 2002
($511,000),  are available as deductions  from federal  taxable income of future
years.

                                       8
<PAGE>

                                SKLAR CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)


NOTE 9   STOCKHOLDERS' EQUITY

As of September 30, 1997, 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 issued 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 1997.

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 loss  applicable  to common
shares 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 DISCLOSURES OF CASH FLOW INFORMATION:

Interest paid  amounted to $151,273 in the six months ended  September 30, 1997,
and $162,808 in the six months ended September 30, 1996.

Income taxes paid amounted to $0 in the six months ended September 30, 1997, and
$8,500 in the six months ended September 30, 1996.

                                       9
<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:

Income and Expense Items as Percentage of
Net Sales for the six months ended September 30

                                 1997            1996

Net Sales                       100.0%          100.0%
Cost of Sales                    57.0            55.8
Gross Profit                     43.0            44.2
Selling, General and
  Admin. Expenses                39.5            40.4
Income Before
  Interest & Taxes                3.5             3.8
Interest Expense                  3.0             2.7
Income Before
  Income Taxes                    0.5             1.0
Net Income (Loss)                 0.4             0.9


SALES

For the six month  period  ended  September  30, 1997  compared to the six month
period ended September 30, 1996,  sales were down $58,230 or 0.8%. This decrease
reflects the difficulties with the SMS acquisition.

COST OF SALES

Cost of sales as a percentage of sales  increased  1.2% for the six month period
ended  September 30, 1997  compared to the six month period ended  September 30,
1996.  This  increase  results  primarily  from the mix of products sold and the
increasing competitive sales pressure. As a result of increasing competitiveness
in the health care industry,  management  expects the business to show in future
periods lower than historical profit margin as a percent of sales.

                                       10
<PAGE>
                                SKLAR CORPORATION
                       MANAGEMENT DISCUSSION AND ANALYSIS


SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling,  General and  Administrative  expenses  for the six month  period ended
September  30,  1997 have  decreased  $85,842 or 3.1% from the six month  period
ended  September  30, 1996.  The decrease in these  expenditures  is a result of
measures  taken by  management  to remain  competitive  in this market which has
decreasing  gross  margins.  Payroll  and  Selling  expenses  have most  notably
decreased from the previous quarter.

INTEREST

Interest  costs  increased  $ 19,942  or 10.5% for the six  month  period  ended
September 30, 1997 compared to the six month period ended September 30, 1996 due
to increased  average borrowing levels resulting from the acquisition on May 31,
1996 and the resulting increased accounts receivable and inventory.  This impact
was partly offset by the decline in principal amount owed on the SBA loan.

INCOME TAXES

Federal  income tax  expense is reduced  in both  periods by the  available  net
operating loss  carry-forwards.  Income tax expense  represents the state income
tax payable.

LIQUIDITY AND CAPITAL RESOURCES

The  Company's  revolving  line of credit  with  CoreStates  Bank is  considered
adequate to meet the financing  requirements  of the Company in the  foreseeable
future.


                           PART II - OTHER INFORMATION


ITEM 1   LEGAL MATTERS

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  under  appeal to the
Superior Court of Pennsylvania  and no assessment of the outcome of the case has
been made by legal counsel.  Payments for this  acquisition  have been suspended
since September 1996 pending the outcome of this case.

The company's purchase agreement with the former owners of the business acquired
from  Surgical  Medical  Specialists,  Inc.  (SMS)  provided  for disputes to be
handled through  arbitration.  Certain products and inventory  acquired from SMS
are no longer being offered for sale by Sklar due to a government  investigation
and information supplied to us by the former principals of Surgical

                                       11
<PAGE>
                           PART II - OTHER INFORMATION

ITEM 1   LEGAL MATTERS, (continued)

Medical Specialists,  Inc. The principals and a relative of the SMS business who
entered into  employment  agreements with Sklar have been terminated and certain
other  charges  are being  implemented  within  the  Company as a result of this
situation which may result in Sklar posting significant  inventory write-offs as
well as rendering the value of goodwill as zero.

The management of the Company does not believe these  circumstances  will pose a
threat to the Company's ability to continue in business,  but believes they will
have a  significant  impact  on the  benefit  derived  by the  Company  from the
acquisition  of  the  Surgical  Medical   Specialists,   Inc.  As  a  result  of
developments and information learned since acquisition, Sklar's management is of
the opinion that the principals and a relative defrauded Sklar, and accordingly,
Sklar is seeking punitive  damages from those  individuals as well as asking the
panel of arbitrators  to cancel all moneys that Sklar owes to those  principals,
their  creditors  and a firm they  continue to own and  operate.  Notes from the
purchase and  liabilities  assumed from the Sellers  continue to be reflected as
liabilities, but no payments have been made.

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 1997.





     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





/s/ Don Taylor
DON TAYLOR
PRESIDENT

November  3, 1997

                                       12