FORM 10-QSB/A NO.2
                                  UNITED STATES
                       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 six month period ended              September 30, 1998

                                       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
             (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 January 1, 1999
  -------------------------------               ---------------------------
   (Common stock, $0.10 par value)                        1,104,940

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


<PAGE>


                                SKLAR CORPORATION


                                      INDEX

<TABLE>
<CAPTION>
                                                                                                                 Page No.
<S>       <C>                                                                                                 <C>
Part I   Financial Information

         Balance Sheet -
                  September 30, 1998 and March 31, 1998                                                              3

         Statement of Income (Loss) -
                  three and six months ended September 30, 1998 and 1997                                             4

         Statement of Cash Flows -
                  six months ended September 30, 1998 and 1997                                                       5

         Notes to condensed financial statements                                                                 6 - 9

         Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                                                          10 - 12


Part II   Other Information

         Item 1              Legal Proceedings                                                                     12

         Item 3               Defaults Upon Senior Securities                                                       12

         Item 5             Other Information                                                                       12

         Item 6         Exhibits and Reports on form 8-K                                                            12
</TABLE>

                                       2
<PAGE>
                                SKLAR CORPORATION
                                  BALANCE SHEET

<TABLE>
<CAPTION>
ASSETS                                                                9/30/98           3/31/98
                                                                    (UNAUDITED)
CURRENT ASSETS:
<S>                                                                 <C>               <C>
     Cash                                                           $   71,910        $   12,885
     Accounts Receivable                                             2,240,804         2,547,506
     Inventories (Note 5)                                            3,167,605         3,142,043
     Prepaid Expenses                                                  218,799           199,262
                                                                    ----------        ----------
TOTAL CURRENT ASSETS                                                 5,699,118         5,901,696
EQUIPMENT AND IMPROVEMENTS (Note 6)                                    632,284           630,264
GOODWILL (Note 7)                                                      558,468           879,830
OTHER ASSETS                                                            54,714           106,636
                                                                    ----------        ----------
TOTAL ASSETS                                                        $6,944,584        $7,518,426
                                                                    ==========        ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
     Cash Overdraft                                                 $   74,028        $  294,816
     Short-term Bank Borrowings (Note 2)                             1,144,000         2,085,000
     Current Portion-Long-Term Debt and
         Capital Lease Obligations                                     131,250           232,214
     Trade Accounts Payable                                          2,617,187         2,100,424
     Accrued Expenses                                                  265,820           270,794
     Accrued Income Taxes                                               46,405             2,509
                                                                    ----------        ----------
TOTAL CURRENT LIABILITIES                                            4,278,690         4,985,757

     Long-term Debt and Capital Lease Payable                           23,172            90,337
                                                                    ----------        ----------
TOTAL LIABILITIES                                                    4,301,862         5,076,094
                                                                    ----------        ----------

CONTINGENCIES                                                                0                 0

STOCKHOLDERS' EQUITY (Note 9):
     Series A preferred stock, par value
       $.01 per share, authorized, 35,000 shares;
       24,825 issued  and 22,078 shares outstanding                        248               248
     Series A subordinate 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; 1,297,952 and 1,247,952
        issued, 804,940 and 754,940 outstanding at
        9/30/98 and 3/31/98 respectively                               129,795           124,795
     Additional Paid-in Capital                                      2,114,958         2,105,458
     Retained earnings                                                 548,759           362,869
                                                                    ----------        ----------

                                                                     2,793,760         2,593,370
                                                                    ----------        ----------

     Less treasury stock                                               151,038           151,038
                                                                    ----------        ----------

     TOTAL STOCKHOLDER'S EQUITY                                      2,642,722         2,442,332
                                                                    ----------        ----------

TOTAL LIABILITIES & STOCKHOLDER'S EQUITY                            $6,944,584        $7,518,426
                                                                    ==========        ==========
</TABLE>

                        See notes to financial statements

                                       3
<PAGE>


                                SKLAR CORPORATION
                           STATEMENTS OF INCOME (LOSS)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                 3 Months Ended                      6 Month Ended
                                                 --------------                      -------------
                                           9/30/98            9/30/97           9/30/98          9/30/97
<S>                                        <C>               <C>               <C>               <C>
Revenues:

  Net Sales (Note 10)                    $ 3,418,405       $ 3,428,446       $ 6,651,867       $ 6,903,869

Cost and Expenses:

  Cost of Goods Sold                       1,713,183         1,963,135         3,553,023         3,932,599

   Selling, General & Admin                1,465,203         1,275,390         2,778,314         2,728,508

  Interest                                    49,692           111,171           105,744           210,148
                                         -----------       -----------       -----------       -----------

                                           3,228,078         3,349,696         6,437,081         6,871,255
                                         -----------       -----------       -----------       -----------

  Income (Loss) before taxes                 190,327            78,750           214,786            32,614

Provision for Income Taxes

  Currently Payable (Note 8)                  25,000             3,261            28,896             3,261
                                         -----------       -----------       -----------       -----------

Net Income (Loss)                            165,327            75,489           185,890            29,353
                                         -----------       -----------       -----------       -----------

Preferred Dividend

Gain (Loss) Applicable to
Common Shares                                 96,333             6,495            47,902          (108,635)
                                         -----------       -----------       -----------       -----------

Per Share Data:

Weighted Average Common Shares
Outstanding                                  804,940           754,940           783,629           754,940
                                         -----------       -----------       -----------       -----------

Basic and Diluted Earnings/ (Loss)
Per Share                                $      0.12       $      0.01       $      0.06       $     (0.14)
                                         ===========       ===========       ===========       ===========
  (Note 11)
</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
                                                          9/30/98             9/30/97

<S>                                                      <C>                  <C>
Net Cash Provided (used) by Operating Activities         1,470,770            163,225


Net Cash Provided (Used) by Investing Activities           (81,693)           (77,856)

Net Cash Provided (Used) by Financing Activities        (1,330,052)           (59,862)
                                                       -----------        -----------

Net Increase/(Decrease) in Cash                             59,025             25,507
Cash at Beginning of Period                                 12,885              7,506
                                                       -----------        -----------

Cash at End of Period                                  $    71,910        $    33,013
                                                       ===========        ===========
</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, 1998 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  $3,750,000,  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, 1998  borrowing  totaled
$5,060,949.  Unused  available credit at September 30, 1998 was $1,178,950 after
considering outstanding letters of credit totaling $34,640 and a 20% market risk
reserve on forward currency contracts totaling $83,610.

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, 1998 the BNCR
was 8.5%. The interest  expense on short-term bank borrowings for the six months
ended   September   30,  1998  and  1997   amounted  to  $75,243  and  $137,963,
respectively.

The short-term  borrowing  facility  requires the Company to comply with certain
restrictive  covenants,  including  maintenance of various financial ratios. The
note is  guaranteed by the  Company's  president  including an assignment of his
company common and preferred stock.

NOTE 3   LONG-TERM DEBT

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.  The Company has not made  payments  against this  obligation  since
September  1996,  but continues to reflect the liability  (See Item 1 (A), Legal
Matters under Part II, Other Information).

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.


                                       6
<PAGE>
                                SKLAR CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 4   BUSINESS OPERATIONS, continued

Effective May 31, 1996, the Company  acquired certain assets and assumed certain
liabilities of Surgical Medical Specialists,  Inc. (SMS) in a transaction 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 vendor liabilities,  subject to the agreement, and $706,405 of
notes payable to the seller.  Subsequent to the  acquisition  it was  determined
certain  inventory may have been  misrepresented  or mislabeled and could not be
sold in the United States in accordance with regulations of the U.S. Customs and
Food and Drug Administration.

During the fiscal year ended March 31, 1998,  settlements  were reached with the
seller and one of the vendors included in the original assumed liabilities.  The
settlement  transactions  included a cash payment from the seller, cash payments
to a vendor by the seller and the company and a reduction of  liabilities to the
seller and vendors.  These  transactions  were  accounted  for by an  offsetting
reduction of goodwill.

During the six months ended  September  30, 1998,  an agreement was reached with
another vendor included in the original assumed  liabilities which encompasses a
cash payment of $120,000, in complete satisfaction of liabilities  approximating
$470,000 to be made prior to December 31, 1998. This agreement has been recorded
at September 30, 1998 as a reduction of goodwill.

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.  For the six months ended
September 30, 1998, the goodwill  originally  booked upon the acquisition of DCA
was reduced by $50,000 to reflect  the  decrease  in value  consistent  with the
declining volume in that business.

Prior to fiscal year 1996 costs incurred in creating, producing and distributing
new and existing  catalogs  were added to other assets and  amortized at various
schedules  ranging  from 1-5  years.  Subsequent  to fiscal  year  1995  catalog
development costs are expensed as incurred.

                                       7
<PAGE>
                                SKLAR CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)


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 $1,036,000,  which expire in
1999 ($50,000),  2000  ($14,000),  2001  ($461,000),  and 2002  ($511,000),  are
available as deductions from federal taxable income of future years.

NOTE 9   STOCKHOLDERS' EQUITY

As of September 30, 1998, of the  1,500,000  shares of Common Stock  authorized,
804,940 were outstanding.  Of the Series A Convertible  Preferred Stock,  35,000
were authorized and 22,078 shares 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 1998.

Management has reviewed all stock transfer  records and share  calculations  and
reflected the necessary  changes in stockholders'  equity at September 30, 1998.
All changes are considered to be immaterial.

NOTE 10   SALES

Revenue,  net of allowance of estimated returns,  is recognized upon shipment of
goods to the customer.

NOTE 11   NET EARNINGS/(LOSS) PER SHARE

Earnings/(loss)  per  share  is  computed  by  dividing  the  net  income/(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.

                                       8
<PAGE>

                                SKLAR CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)


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 $102,997 in the six months ended  September 30, 1998,
and $151,273 in the six months ended September 30, 1997.

Income  taxes paid  amounted to $22,051 in the six months  ended  September  30,
1998, and $8,500 in the six months ended September 30, 1997.


                                       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
<TABLE>
<CAPTION>

                                                                                     1998                                   1997
                                                                                     ----                                   ----
<S>                                                                                  <C>                                   <C>
Net Sales                                                                            100.0%                                100.0%
Cost of Sales                                                                         53.4                                  57.0
Gross Profit                                                                          46.6                                  43.0
Selling, General and
  Admin. Expenses                                                                     41.8                                  39.5
Income Before
  Interest & Taxes                                                                     4.8                                   3.5
Interest Expense                                                                       1.6                                   3.0
Income Before
  Income Taxes                                                                         3.2                                   0.5
Net Income (Loss)                                                                      2.8                                   0.4
</TABLE>

SALES

For the six month  period  ended  September  30, 1998  compared to the six month
period ended September 30, 1997, sales were down $252,002 or 3.7%. This decrease
reflects the competitive market pressures.

COST OF SALES

Cost of sales as a percentage of sales  decreased  3.6% for the six month period
ended  September 30, 1998  compared to the six month period ended  September 30,
1997.  This  decrease  results  primarily  from  the mix of  products  sold  and
favorable currency fluctuations.

                                       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,  1998 have  increased  $49,806 or 1.8% from the six month  period
ended September 30, 1997. The increase in these  expenditures is a result of the
Company's  commitment to an increased  marketing and advertising  effort and the
resulting  increased  personnel and  advertising  costs.  Management  expects to
continue this level of expenditure in future periods.

INTEREST

Interest  costs  decreased  $104,404  or 49.7%  for the six month  period  ended
September 30, 1998 compared to the six month period ended September 30, 1997 due
to a  reduction  in the  outstanding  line of  credit  and term  debt  funded by
operations and inventory and accounts receivable reductions.

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.

YEAR 2000 COMPLIANCE

The company has retained a consulting  firm to assist the company in determining
any Year 2000  weaknesses and to aid the company in converting  its  information
systems  from a  mainframe/mini  computer  based  system  to a NT SQL  compliant
database  system.  The company uses a management  information  system to process
orders,  and  to  control  the  purchasing  and  distribution  functions  of the
company's  business.  Additionally  the system provides  information and reports
that  management  needs to monitor the operations  and make informed  decisions.
Management has done preliminary  tests on the current  application  software and
underlying  database and found it to be Year 2000  compliant.  It is anticipated
that full conversion to new hardware, software and operating environment will be
completed by June of 1999,  with the final  testing to be completed by September
1999. Support software including Sales Management software, Accounting software,
EDI software and General Office  software is the most current  versions,  all of
which were  purchased  and  installed  during  1997  through  1999.  The company
believes  these to be fully  compliant.  Testing of these products will occur in
the 3rd quarter of 1999.

The  company's  consulting  firm will be  communicating  with key  customers  to
coordinate  Year  2000  compliance  with the EDI  transmissions.  The  company's
products contain no electronic parts and therefore, no compliance issues exist.

                                       11
<PAGE>

While no Year 2000 problems have been found to date, the possibility exists that
year 2000 software  problems could exist in the company's  systems and there are
no  assurances  that  required  modifications  would be completed  on time.  The
failure  to  correct a YEAR 2000  problem  could  result in an  interruption  of
certain normal business activities and operations.

                           PART II - OTHER INFORMATION

ITEM 1   LEGAL MATTERS

The Company filed suit in 1992 against the former principal of DCA for violating
the  terms  of a  non-compete  agreement  signed  as  part  of  a  re-negotiated
settlement for the purchase of DCA. The suit seeks the return of all monies paid
to the former  principal.  The case is  currently  under  appeal to the Superior
Court of Pennsylvania and no assessment of the outcome of the case has been made
by  counsel.  Payments  for  DCA  have  been  suspended  since  September  1996.
Settlement  was reached prior to arbitration in the matter of the asset purchase
agreement  with SMS.  The  settlement  was to the  satisfaction  of the  Company
although certain  inventory has been written off as a result of its non-saleable
properties. Certain other inventory may be written off as well.

The  Company  filed  suit in the  Court of  Common  Pleas  for  Chester  County,
Pennsylvania against an entity knows as "Endo-Surgical  Systems,  Inc." ("ENDO")
in February of 1998.  Endo is  controlled by the  Company's  former  Controller,
Charles  Wilson.  The  suit  alleges   misappropriation  of  trade  secrets  and
conversion,  tortious  interference  with existing  contractual  relations,  and
tortious interference with prospective economic advantage.  Injunctive relief is
sought in addition to damages, costs, and fees. In December of 1997, the company
also filed in the court of Common  Pleas for Chester  County,  a Writ of Summons
against  Wilson,  personally.  The  Company has since  conducted a  fact-finding
effort.  A complaint  was filed in May of 1998.  The  complaint  alleges at this
juncture,  among other things, that Wilson has violated the standards of conduct
in the practice of public  accounting and engaged in  misappropriation  of trade
secrets  and   conversion,   breach  of   fiduciary   duties  and   confidential
relationship,  tortious  interference with existing  contractual  relationships,
tortious interference with prospective economic advantage,  defamation and trade
libel, breach of contract, and fraud and  misrepresentation.  Injunctive relief,
damages, costs and fees are sought.

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 Preferred  Stock on June
30, 1988 through 1998.

ITEM 5   OTHER INFORMATION

The  registrant  filed Form 15 on June 30, 1998 to deregister  its Common Shares
and Series A Preferred Stock.

ITEM 6    EXHIBITS AND REPORTS ON FORM 8-K

(b) No  reports on Form 8-K have been filed  during the  quarter  for which this
report is filed.


                                       12
<PAGE>
                                    SIGNATURE

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/Michael Malinowski
MICHAEL MALINOWSKI
CHIEF FINANCIAL OFFICER

July 1, 1999