FORM 10-QSB/A NO. 1

                       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, 1997

                                       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 March 31, 1997
 (Common stock, $0.10 par value)                        746,207

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


<PAGE>

                                SKLAR CORPORATION


                                      INDEX



                                                                       Page No.

Part I   Financial Information

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

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

         Statement of Cash Flows -
                  three months ended June 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                                                            6/30/97
CURRENT ASSETS:
     Cash                                                           $5,208
     Accounts Receivable                                         2,855,247
     Inventories (Note 5)                                        3,974,358
     Prepaid Expenses                                              398,048
                                                               -----------
TOTAL CURRENT ASSETS                                             7,232,861

EQUIPMENT AND IMPROVEMENTS (Note 6)                                594,269
GOODWILL (Note 7)                                                1,972,839
OTHER ASSETS                                                       147,631
                                                               -----------
TOTAL ASSETS                                                    $9,947,600
                                                               ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
     Cash Overdraft                                               $306,223
     Short-term Bank Borrowings (Note 2)                         2,942,089
     Current Portion-Long-Term Debt                                199,036
     Trade Accounts Payable                                      3,540,054
     Accrued Expenses                                               39,983
     Accrued Income Taxes                                           27,425
                                                               -----------
TOTAL CURRENT LIABILITIES                                        7,054,810

     Long-Term Debt (Note 3)                                       749,599
                                                               -----------
TOTAL LIABILITIES                                                7,804,409
                                                               -----------

CONTINGENCIES

STOCKHOLDERS' EQUITY (Note 9):
     Series A convertible preferred stock, par value
       $.01 per share, authorized, 35,000 shares;
       24,825 issued and 21,954 shares outstanding                     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; 1,237,711 issued and
        744,423 outstanding shares                                 123,771
     Additional Paid-in Capital                                  2,106,482
     Retained Earnings                                              63,728 
                                                               -----------
                                                                 2,294,229
     Less: Treasury Stock                                          151,038
                                                               -----------
                                                                 2,143,191

TOTAL LIABILITIES & STOCKHOLDER'S EQUITY                        $9,947,600
                                                               ===========

                        See notes to financial statements

                                       3
<PAGE>

                                SKLAR CORPORATION
                           STATEMENTS OF INCOME (LOSS)
                                   (Unaudited)


                                              For the Three months Ended
                                               6/30/97         6/30/96

Revenues:
   Net Sales (Note 10)                       $3,475,423       $3,066,529


Cost and Expenses:
  Cost of Goods Sold                          1,969,464        1,719,038
  Selling, General and Administrative         1,453,118        1,208,525
  Interest                                       98,977           78,884
                                            -----------      -----------

                                              3,521,559        3,006,447
                                            -----------      -----------

Income (Loss) before taxes                      (46,136)          60,083



Provisions for Income Taxes
  Currently Payable (Note 8)                          0            9,000
                                            -----------      -----------

Net Income (Loss)                               (46,136)          51,083
                                            -----------      -----------

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

Loss Applicable to Common Shares              $(114,742)        $(17,523)
                                            -----------      -----------

Per Share Data:

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

Loss Per Share (Note 11)                         $(0.15)          $(0.02)
                                            ===========      ===========


                        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
                                                         6/30/97         6/30/96
<S>                                                     <C>               <C>    
Net Cash Provided (used) by Operating Activities        (127,206)         427,336


Net Cash Provided (Used) by Investing Activities        (129,573)      (3,375,711)

Net Cash Provided (Used) by Financing Activities         254,481        2,747,985
                                                     -----------      -----------

Net Decrease in Cash                                      (2,298)        (200,390)
Cash at Beginning of Period                                7,506          128,869
                                                     -----------      -----------

Cash at End of Period                                     $5,208         $(71,521)
                                                     ===========      ===========
</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,
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  $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,  1997  borrowing  totaled
$3,156,370.  Unused available credit at June 30, 1997 was $57,911. 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 June 30, 1997 the BNCR was
8.50%.  The interest  expense on short-term  bank  borrowings  for 1997 and 1996
amounted to $69,136 and $55,645, 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 meet by the Company. At June
30, 1997 the bank has waived 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 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)  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 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 amended line of credit  agreement with Meridian Bank  establishes a
new line of credit amount at $3,000,000 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 August 31, 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. No payments have
been made on these notes.

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, 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 June 30,  1997,  of the  1,500,000  shares  of  Common  Stock  authorized,
1,237,711 are issued and 744,423 are outstanding. Of the 35,000 shares of Series
A  Convertible  Preferred  Stock  authorized,  24,825  are issued and 21,954 are
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 $76,897 in the three months ended June 30, 1997,  and
$59,298 in the three months ended June 30, 1996.

Income taxes paid  amounted to $0 in the three  months ended June 30, 1997,  and
$11,006 in the three months ended June 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 three months ended June 30

                            1997        1996

Net Sales                  100.0%      100.0%
Cost of Sales               56.7        56.1
Gross Profit                43.3        43.9
Selling, General and
  Admin. Expenses           41.8        39.4
Income Before
  Interest & Taxes           1.5         4.5
Interest Expense             2.8         2.6
Income Before
  Income Taxes               0.0         1.9
Net Income (Loss)           (1.3)        1.7


SALES

For the three  month  period  ended June 30,  1997  compared  to the three month
period  ended June 30,  1996,  sales were up  $408,894 or 13.3%.  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 increased 0.6% for the three month period
ended June 30, 1997 compared to the three month period ended June 30, 1996. 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, 1997 have increased $244,593 or 20.2% from the three month period ended
June 30,  1996.  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 $ 20,093 or 25.5% for the three month period ended June
30, 1997 compared to the three month period ended June 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 a decline  in the  interest  rate  charged to the  Company  during the
current fiscal year.

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 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  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 DCA have been suspended since September
1996 pending the outcome of this case.

The  company's  purchase  agreement  with the  former  owner's  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.

Notes from the  purchase  assumed by the Sellers  continue to be  reflected as a
liability,  but the $200,000 payment scheduled for December 1, 1996 has not been
paid.  The management of the Company does not believe this will pose a threat to
the Company's ability to continue in business,  but it does believe it 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.

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

August  19, 1997

                                       12