FORM 10-QSB/A NO. 1

                                  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 three month period ended   June 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 June 1, 1998
 --------------------------------------------      ------------------------
      (Common stock, $0.10 par value)                      794,423

Transitional Small Business Disclosure Format (Check one):  Yes ____   No  __X__

<PAGE>
                                SKLAR CORPORATION


                                      INDEX



                                                                        Page No.

Part I   Financial Information

         Balance Sheet -
             June 30, 1998 .................................................3

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

         Statement of Cash Flows -
             three months ended June 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 - 11


Part II  Other Information

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

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

         Item 5     Other Information .....................................12

         Item 6     Exhibits and Reports on form 8-K ......................12

                                       2
<PAGE>
                                SKLAR CORPORATION
                                  BALANCE SHEET

<TABLE>
<CAPTION>
ASSETS                                                         6/30/98            3/31/98
                                                             (UNAUDITED)
CURRENT ASSETS:
<S>                                                           <C>               <C>       
     Cash                                                     $   48,153        $   12,885
     Accounts Receivable                                       2,033,149         2,547,506
     Inventories (Note 5)                                      3,165,974         3,142,043
     Prepaid Expenses                                            201,833           199,262
                                                              ----------        ----------
TOTAL CURRENT ASSETS                                           5,449,109         5,901,696
EQUIPMENT AND IMPROVEMENTS (Note 6)                              651,763           630,264
GOODWILL (Note 7)                                                892,845           879,830
OTHER ASSETS                                                     202,438           106,636
                                                              ----------        ----------
TOTAL ASSETS                                                  $7,196,155        $7,518,426
                                                              ==========        ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
     Cash Overdraft                                           $  227,686        $  294,816
     Short-term Bank Borrowings (Note 2)                       1,167,000         2,085,000
     Current Portion-Long-Term Debt                              179,709           218,094
     Trade Accounts Payable                                    2,497,979            14,120
     Accrued Expenses                                            135,827         2,100,424
     Accrued Income Taxes                                          6,405           273,303
                                                              ----------        ----------
TOTAL CURRENT LIABILITIES                                      4,214,606         4,985,757

     Long-Term Debt (Note 3)                                     504,153            90,337
                                                              ----------        ----------
TOTAL LIABILITIES                                              4,718,759         5,076,094
                                                              ----------        ----------

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
     Retained earnings                                           397,933           362,869
                                                              ----------        ----------

                                                               2,628,434         2,593,370
                                                              ----------        ----------

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

     TOTAL STOCKHOLDER'S EQUITY                                2,477,396         2,442,332
                                                              ----------        ----------


TOTAL LIABILITIES & STOCKHOLDER'S EQUITY                      $7,196,155        $7,518,426
                                                              ==========        ==========
</TABLE>

                        See notes to financial statements

                                       3
<PAGE>
                                SKLAR CORPORATION
                           STATEMENTS OF INCOME (LOSS)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                  For the Three months Ended
                                                6/30/98              6/30/97
<S>                                            <C>                 <C>        

Revenues:
   Net Sales (Note 10)                         $ 3,233,462         $ 3,475,423


Cost and Expenses:
  Cost of Goods Sold                             1,839,840           1,969,464
  Selling, General and Administrative            1,298,611           1,453,118
  Interest                                          56,052              98,977
                                               -----------         -----------

                                                 3,194,503           3,521,559
                                               -----------         -----------

Income (Loss) before taxes                          38,959             (46,136)



Provisions for Income Taxes
  Currently Payable (Note 8)                         3,896                   0
                                               -----------         -----------

Net Income (Loss)                                   35,063             (46,136)
                                               -----------         -----------

Preferred Dividend Requirement (Note 9)             68,606              68,606
                                               -----------         -----------

Loss Applicable to Common Shares               $   (33,543)        $  (114,742)
                                               -----------         -----------

Per Share Data:

Weighted Average Common Shares
  Outstanding                                      751,566             744,423
                                               -----------         -----------

Loss Per Share (Note 11)                       $     (0.04)        $     (0.02)
                                               ===========         ===========
</TABLE>

                        See notes to financial statements

                                       4
                                     <PAGE>
                                SKLAR CORPORATION
                            STATEMENTS OF CASH FLOWS
                           INCREASE (DECREASE) IN CASH
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                           For the Three months Ended
                                                          6/30/98              6/30/97

<S>                                                     <C>                  <C>      
Net Cash Provided (used) by Operating Activities          1,293,750            (127,206)


Net Cash Provided (Used) by Investing Activities           (164,530)           (129,573)

Net Cash Provided (Used) by Financing Activities         (1,093,952)            254,481
                                                        -----------         -----------

Net Decrease in Cash                                         35,268              (2,298)
Cash at Beginning of Period                                  12,885               7,506
                                                        -----------         -----------

Cash at End of Period                                   $    48,153         $     5,208
                                                        ===========         ===========
</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 June 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  June  30,  1998  borrowing  totaled
$4,896,950.  Unused  available  credit  at June  30,  1998  was  $846,069  after
considering  outstanding  letters of credit  totaling  $28,113 and a $20% market
risk reserve on forward currency contracts totaling $300,760.

Borrowings from this line bear interest at the Bank's  National  Commercial Rate
(BNCR) plus 1.25% (one and one-quarter  percent).  At June 30, 1998 the BNCR was
8.5%.  The interest  expense on  short-term  bank  borrowings  for 1998 and 1997
amounted to $40,843 and $69,469, 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

On November 18, 1994,  coincident with the purchase of inventory from the Herwig
Division of the General  Medical  Corporation,  the Company entered into a short
term  borrowing  agreement  with Meridian Bank which,  on December 28, 1994, was
converted to a 60 month  borrowing  arrangement.  The long-term  agreement  with
Meridian  Bank,  guaranteed by the United States Small  Business  Administration
(SBA),  provided for the Company to borrow  $700,000 with interest at New York's
Prime  Rate plus  2.25%  payable  monthly.  The prime rate was 8.50% at June 30,
1997. The principal is repayable in monthly amounts beginning in March 1995. The
first three  monthly  principal  payments  were  $50,000 and the  remainder  are
$10,000 through December, 1999. This loan is secured by the Herwig inventory and
all of the Company's other tangible and intangible assets.

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

NOTE 3   LONG-TERM DEBT, (continued)


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.

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.

On January 20, 1998, a settlement  agreement  was  negotiated  which  entailed a
significant  restructuring of the original  purchase.  As part of the settlement
the seller  forgave the  aforementioned  notes  payable by the  Company,  made a
$150,000  payment  to the  Company  and a $100,000  payment to a certain  vendor
included  in the  original  assumed  liabilities.  Additionally,  the  seller is
precluded  from  operating in any  competitive  fashion  with the Company.  In a
related settlement the Company negotiated the forgiveness of $134,301 of assumed
vendor  liabilities  related to the  original  purchase  with a cash  payment of
$30,000.  The Company continues to pursue additional  settlements related to the
assumed liabilities in the original purchase.

At March 31,  1998,  the Company has recorded the  settlement  transaction  as a
reduction  of  goodwill  in  the  amount  of  $1,060,706.  This  represents  the
negotiated reduction of liabilities and receipt of cash payment. Excess goodwill
amortization and accrued interest expense recorded in 1997 have been recorded as
other income in 1998, net of legal fees related to the settlement.

                                       7

<PAGE>

                                SKLAR CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 4   BUSINESS OPERATIONS, (continued)

         On November 18, 1994 the Company  purchased the inventory of the Herwig
Division of the General Medical Corporation (GMC) for $871,922. In addition, and
as  part  of the  purchase  agreement,  the  Company  entered  into a  marketing
agreement to supply GMC with its medical instrument needs.

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
three month period ended June 30, 1998 and 1997.

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

On June 18,  1998,  the board of  directors  authorized  the  issuance of 50,000
shares of the company's  previously  unissued  common stock to an individual who
has been providing  consulting services to the company. The issuance acted as an
inducement for the individual to join the company as an

                                       8

<PAGE>

                                SKLAR CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

employee and vice  president.  The number of shares  outstanding and the earning
per share  calculations  have been adjusted  effective  June 18, 1998 to reflect
this stock grant.

As of June 30, 1998, of the 1,500,000 shares of Common Stock authorized, 794,423
are outstanding.  Of the Series A Convertible Preferred Stock, 21,954 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 1998.

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 $50,656 in the three months ended June 30, 1998,  and
$76,897 in the three months ended June 30, 1997.

Income  taxes paid  amounted to $22,051 in the three months ended June 30, 1998,
and $0 in the three months ended June 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 three months ended June 30

                                                        1998              1997
                                                        ----              ----

Net Sales                                              100.0%             100.0%
Cost of Sales                                           56.9               56.7
Gross Profit                                            43.1               43.3
Selling, General and
  Admin. Expenses                                       40.2               41.8
Income Before
  Interest & Taxes                                       2.9                1.5
Interest Expense                                         1.7                2.8
Income Before
  Income Taxes                                           1.2                0.0
Net Income (Loss)                                        1.1               (1.3)

SALES

For the three  month  period  ended June 30,  1998  compared  to the three month
period  ended June 30,  1997,  sales were down  $241,961  or 7%.  This  decrease
reflects the competitive market pressures.

COST OF SALES

Cost of sales as a percentage of sales increased 0.2% for the three month period
ended June 30, 1998 compared to the three month period ended June 30, 1997. This
increase  results  primarily  from the mix of  products  sold.  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 three month period ended
June 30, 1998 have  decreased  $154,507  or 10.62%  from the three month  period
ended June 30, 1997. The decrease in these  expenditures  is a result of tighter
expense control and reduction in payroll expense.

INTEREST

Interest costs decreased $ 42,925 or 43.4% for the three month period ended June
30, 1998  compared to the three  month  period  ended June 30, 1997 due due to a
reduction in the  outstanding  line of credit  funded by 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.


                           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.  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 the former
controller, 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 the former  Controller  has violated the standards of
conduct in the practice of public

                                       11
<PAGE>
                           PART II - OTHER INFORMATION


ITEM 1   LEGAL MATTERS, (continued)

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  Convertible  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 Convertible 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

December 11, 1998



                                       13