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 six month period ended      September 30, 1996

                                       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 November 13, 1996
(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, 1996 ......................................3

         Statement of Income -
                  six months ended September 30, 1996 and 1995 ............4

         Statement of Cash Flows -
                  six months ended September 30, 1996 and 1995 ............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

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

                                       2

<PAGE>

                                SKLAR CORPORATION
                                  BALANCE SHEET
                                   (Unaudited)
<TABLE>
<CAPTION>
<S>                                                      <C>        
ASSETS                                                       9/30/96
CURRENT ASSETS:
     Cash                                                $         0
     Accounts Receivable                                   2,724,729
     Inventories (Note 5)                                  3,554,745
     Prepaid Expenses                                         28,801
                                                         -----------
TOTAL CURRENT ASSETS                                       6,308,276

EQUIPMENT AND IMPROVEMENTS (Note 6)                          463,343
GOODWILL (Note 7)                                          2,086,155
OTHER ASSETS                                                 230,898
                                                         -----------
TOTAL ASSETS                                             $ 9,088,672
                                                         ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
     Short-term Bank Borrowings (Note 2)                 $ 2,735,044
     Current Portion-Long-Term Debt                          292,236
     Current Portion-Capital Lease Obligation                  3,802
     Trade Accounts Payable                                1,906,788
     Accrued Expenses                                      1,138,335
     Accrued Income Taxes                                      7,691
                                                         -----------
TOTAL CURRENT LIABILITIES                                  6,083,897

     Long-term Debt (Note 3)                                 795,811
     Other Liabilities                                       138,080
                                                         -----------
TOTAL LIABILITIES                                          7,017,788
                                                         -----------

CONTINGENCIES

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
     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                                                (159,617)
                                                         -----------
                                                           2,070,884
                                                         -----------

TOTAL LIABILITIES & STOCKHOLDER'S EQUITY                 $ 9,088,672
                                                         ===========
</TABLE>

                        See notes to financial statements

                                       3

<PAGE>

                                SKLAR CORPORATION
                              STATEMENTS OF INCOME
                                   AND DEFICIT
                                   (Unaudited)
<TABLE>
<CAPTION>

                                            For the Six months Ended
                                             9/30/96        9/30/95
<S>                                       <C>            <C>        
Revenues:
   Net Sales (Note 10)                    $ 6,962,099    $ 4,553,406


Cost and Expenses:
  Cost of Goods Sold                        3,885,183      2,553,087
  Selling, General and Administrative       2,814,350      1,798,685
  Interest                                    190,206        161,595
                                          -----------    -----------
                                            6,889,739      4,513,367
                                          -----------    -----------
Income before taxes                            72,360         40,039

Provisions for Income Taxes
  Currently Payable (Note 8)                   10,765          6,500
                                          -----------    -----------
Net Income                                     61,595         33,539
                                          -----------    -----------
Preferred Dividend Requirement (Note 9)       155,156        155,156
                                          -----------    -----------
Loss Applicable to Common Shares          $   (93,561)   $  (121,617)
                                          -----------    -----------
Per Share Data:

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

Loss Per Share (Note 11)                  $     (0.08)   $     (0.10)
                                          ===========    ===========

</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
                                                              9/30/96        9/30/95
<S>                                                       <C>            <C>        
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net Income                                           $    61,595    $    33,539
     Adjustments to reconcile net income to
       net cash provided by operating activities:
         Depreciation and amortization                        292,492        228,158
         Provision for losses on
             accounts receivable                               11,036         11,573

     Change in operating assets and liabilities:
         Increase in accounts receivable                   (1,325,746)      (279,761)
         Decrease in inventory                              1,284,590        375,185
         Increase in prepaid expense                           (6,167)        (4,917)
         Increase (decrease) in accounts payable              211,505       (136,357)
         Increase in accrued expenses                         133,048          6,040
         Increase (decrease) in income taxes payable            4,706         (4,656)
                                                          -----------    -----------

              Total Adjustments                               605,464       (195,265)
                                                          -----------    -----------

              Net cash provided by operating activities       667,059        228,804
                                                          -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Capital expenditures                                     (73,354)       (37,505)
     Acquisition of inventory                              (1,999,347)
     Intangible and Other Assets                           (1,385,452)      (121,509)
                                                          -----------    -----------
         Net cash used in investing activities             (3,458,153)      (159,014)
                                                          -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Net borrowings on line-of-credit                         140,044        110,000
     Borrowing on credit line for acquisition               1,700,000
     Seller notes for acquisition                             706,405
     Liabilities assumed in acquisition                       900,386
     Net payments on capital lease (Note 12)                  (10,088)        (9,697)
     Net payments on long term debt                          (773,722)      (260,062)
                                                          -----------    -----------
         Net cash provided by
              financing activities                          2,662,225       (159,759)
                                                          -----------    -----------

NET DECREASE IN CASH                                         (128,869)        89,969
CASH BEGINNING OF PERIOD                                      128,869        119,117
                                                          -----------    -----------

CASH, END OF THE PERIOD                                   $         0    $    29,148
                                                          ===========    ===========
</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, 1996 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  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, 1996 borrowing  totaled  $3,580,000.  Unused  available  credit at
September  30,  1996 was  $750,000.  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, 1996 the BNCR was 8.25%.  The interest expense on short-term bank borrowings
for 1996 and 1995 amounted to $135,798 and $83,961, respectively.

          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.

          The  loan  agreement  requires  certain  covenants  to be  met  by the
Company.  At  September  30,  1996 the  Company  was in  compliance  with  these
covenants.

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
an additional  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
8.25% at September  30,  1996.  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.

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)  valued at
$3,306,791.  The  purchase  price  is  allocated  $1,999,347  to  inventory  and
$1,307,444 to goodwill. The purchase is financed by $1,700,000 drawn against the
Company's amended credit line agreement with Meridian Bank,  $900,386 assumption
of SMS liabilities and $706,405 of notes payable to the Seller.

          The amended line of credit  agreement with Meridian Bank establishes a
new line of credit amount at $3,750,000 which is available to the Company to the
extent  collateral  is available to support a borrowing  amount.  Collateral  is
comprised  of  80% of  qualifying  accounts  receivable  and  50% of  inventory.
Accounts  receivable must support at least 50% of the outstanding line of credit
after  December 1, 1996.  In  addition  the Company  must meet  certain  working
capital,  net worth and tangible net worth  requirements at various times during
the term of the line of credit  agreement  which  expires at June 30, 1997.  The
$400,000 and $500,000  term loans  payable to the Bank have been paid off by the
line of credit.  The interest rate on the line of credit is BNCR plus 1.25%. The
Company is also  required  to provide  for  interest  rate  protection  and will
consider entering into forward purchase  contracts for some of its Deutsche Mark
obligations.

          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 are payable under various trade term arrangements which do not
bear interest.

                                       7

<PAGE>

                                SKLAR CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 4 BUSINESS OPERATIONS, (continued)

          The notes payable to the seller of $706,405 bearing interest at 9% 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.

          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  whereby  the  Company  committed  to  supplying  GMC with its medical
instrument  needs for its  customers  for a fifty  month  term.  GMC is under no
obligation to buy any items from the Company  during the term of the  agreement,
but if items are  purchased  by GMC the  Company is  obligated  to make  certain
marketing incentive payments.

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 twenty years, and catalog development costs
are being  amortized at various  schedules  ranging from 1 1/2 - 5 years for the
six month  period  ended  September  30,  1996 and  1995,  except  that  catalog
development  costs  incurred  after  March  31,  1995 are  expensed  in the year
incurred.

NOTE 8 INCOME TAXES

          Income taxes represent the State tax due. Federal income taxes payable
are  offset  by  net  operating  loss  carryforwards  and  goodwill  is  reduced
accordingly to reflect the  utilization of the loss  carryforwards.  No tax loss
carryforwards 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 $2,254,000, which
expire in 1997 ($244,000), 1998 ($974,000), 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,  1996,  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 1996.

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 $162,808 in the six months ended  September
30, 1996, and $166,510 in the six months ended September 30, 1995.

          Income taxes paid amounted to $8,500 in the six months ended September
30, 1996, and $10,629 in the six months ended September 30, 1995.

                                       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

                               1996     1995
                               ----     ----
Net Sales                     100.0%   100.0%
Cost of Sales                  55.8     56.1
Gross Profit                   44.2     43.9
Selling, General and
  Admin. Expenses              40.4     39.5
Income Before
  Interest & Taxes              3.8      4.4
Interest Expense                2.7      3.5
Income Before
  Income Taxes                  1.0      0.9
Net Income                      0.9      0.7


SALES

For the six month  period  ended  September  30, 1996  compared to the six month
period  ended  September  30,  1995,  sales were up  $2,408,693  or 52.9%.  This
increase  reflects the additional  business attained as a result of the purchase
agreement with SMS, the impact of the 1994 marketing agreement entered into with
the Company's major customer and the success of the Company's  approach to build
sales through an emphasis on marketing and advertising.

COST OF SALES

Cost of sales as a percentage of sales  decreased  0.3% for the six month period
September  30, 1996  compared to the six month period ended  September 30, 1995.
This decrease  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 six month  period ended
September 30, 1996 have increased  $1,015,665 or 56.5% from the six month period
ended September 30, 1995. The increase in these  expenditures is a result of the
general  increase in the Company required by the additional sales volume and 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  increased  $ 28,611  or 17.7% for the six  month  period  ended
September 30, 1996 compared to the six month period ended September 30, 1995 due
to increased  average  borrowing levels resulting from the acquisiton on May 31,
1996 and the resulting  increased  accounts  receivable.  This impact was partly
offset by a decline in the interest rate charged to the Company.

INCOME TAXES

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

LIQUIDITY AND CAPITAL RESOURCES

The  Company's  $3,750,000  revolving  line  of  credit  with  Meridian  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  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 1996.

                                       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







/s/ DON TAYLOR
DON TAYLOR
PRESIDENT

November 14, 1996




                                       12