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            December 31, 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 December 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 -
                  December 31, 1997.........................................3

         Statement of Income (Loss) -
                  nine months ended December 31, 1997 and 1996 .............4

         Statement of Cash Flows -
                  nine months ended December 31, 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 2   Defaults Upon Senior Securities ..........................12



<PAGE>

                                SKLAR CORPORATION
                                  BALANCE SHEET
                                   (Unaudited)

ASSETS                                                               12/31/97
CURRENT ASSETS:
     Cash                                                          $   94,015
     Accounts Receivable                                            2,554,764
     Inventories (Note 5)                                           3,606,559
     Prepaid Expenses                                                 307,995
                                                                   ----------
TOTAL CURRENT ASSETS                                                6,563,333

EQUIPMENT AND IMPROVEMENTS (Note 6)                                   593,367
GOODWILL (Note 7)                                                   1,939,675
OTHER ASSETS                                                           89,175
                                                                   ----------
TOTAL ASSETS                                                       $9,185,550
                                                                   ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
     Cash Overdraft                                                $  180,850
     Short-term Bank Borrowings (Note 2)                            2,694,000
Current Portion-Long-Term Debt                                        220,131
     Trade Accounts Payable                                         2,371,612
     Accrued Expenses                                                  33,846
      Accrued Income Taxes                                                  0
                                                                   ----------
TOTAL CURRENT LIABILITIES                                           5,500,439

     Other Liabilities                                                704,434
     Long-Term Debt (Note 3)                                          668,404
                                                                   ----------
TOTAL LIABILITIES                                                   6,873,277
                                                                   ----------

CONTINGENCIES

STOCKHOLDERS' EQUITY (Note 9):
     Series A convertible preferred stock, par value
       $.01 per share, authorized, 35,000 shares;
       24,285 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; issued 1,237,711;
        744,423 outstanding                                           123,771
     Additional Paid-in Capital                                     2,106,482
     Retained Earnings                                                232,810
                                                                   ----------
                                                                    2,463,311
     Less: Treasury Stock                                             151,038
                                                                   ----------
                                                                    2,312,273
                                                                   ----------
TOTAL LIABILITIES & STOCKHOLDER'S EQUITY                           $9,185,550
                                                                   ==========
                        See notes to financial statements

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

<TABLE>
<CAPTION>
                                                       For the Nine Months Ended
                                                    12/31/97               12/31/96
<S>                                                 <C>                    <C>      
Revenues:
   Net Sales (Note 10)                           $ 10,306,783           $ 10,667,769


Cost and Expenses:
  Cost of Goods Sold                                5,876,449              5,887,746
  Selling, General and Administrative               3,983,422              4,390,852
  Interest                                            310,306                282,763
                                                 ------------           ------------

                                                   10,170,177             10,561,361
                                                 ------------           ------------

Income before taxes                                   136,606                106,408



Provisions for Income Taxes
  Currently Payable (Note 8)                           13,661                 18,136
                                                 ------------           ------------

Net Income                                            122,945                 88,272
                                                 ------------           ------------

Preferred Dividend Requirement (Note 9)               205,819                205,819
                                                 ------------           ------------

Loss Applicable to Common Shares                 $    (82,874)          $   (117,547)
                                                 ------------           ------------

Per Share Data:

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

Loss Per Share (Note 11)                         $      (0.11)          $      (0.16)
                                                 ============           ============
</TABLE>

                        See notes to financial statements

                                       4
<PAGE>

                                SKLAR CORPORATION
                            STATEMENTS OF CASH FLOWS
                           INCREASE (DECREASE) IN CASH
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                               For the Nine Months Ended
                                                            12/30/97              12/31/96
<S>                                                           <C>                 <C>      
Net Cash Provided (Used) by Operating Activities              445,569             1,050,646


Net Cash Provided (Used) by Investing Activities             (179,979)           (3,505,845)

Net Cash Provided (Used) by Financing Activities             (179,081)            2,352,393
                                                          -----------           -----------

Net Increase (Decrease) in Cash                                86,509              (102,806)
Cash at Beginning of Period                                     7,506               128,869
                                                          -----------           -----------

Cash at End of Period                                     $    94,015           $    26,063
                                                          ===========           ===========
</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 December
31, 1997 and the results of operations and cash flows for the period then ended.

NOTE 2   SHORT-TERM BANK BORROWINGS

On June 4, 1996 the  Company  entered  into an  amended  and  restated  loan and
security agreement for a $3,750,000 line of credit,  which reduced to $3,000,000
on  March  31,  1997,  and is  collateralized  by the  sum of 80% of  qualifying
accounts  receivable  plus 50% of  inventories.  Borrowings  based  on  eligible
inventories  may  comprise  up to 50% of the  outstanding  credit  line  amount.
Qualifying  accounts  receivable  and inventory used as a basis for the December
31, 1997 borrowing totaled  $3,164,110.  Unused available credit at December 31,
1997 was  $354,640.  The amount of available  credit line is dependent  upon the
balance of qualifying accounts receivable and inventory and is therefore subject
to change.

Borrowings from this line bear interest at the Bank's  National  Commercial Rate
(BNCR) plus 1.25% (one and one-quarter  percent).  At December 31, 1997 the BNCR
was 8.50%.  The interest expense on short-term bank borrowings for 1997 and 1996
amounted  to $203,445  and  $200,827,  respectively.  The company is required to
provide for interest rate protection.

The terms of the  borrowing  agreement  state that the Company may not,  without
prior consent of the lender,  declare or pay any  dividends or incur  additional
debt or  obligations.  The  Company's  President,  Mr.  Don  Taylor,  personally
guaranteed  all  obligations  under  this  agreement  secured  by a lien  on his
personal assets and his common and preferred  shares of the Company's  stock. In
addition the company must meet certain working  capital,  net worth and tangible
net worth  requirements  at various  times  during the line of credit  agreement
which expires July 31, 1998.



                                       6
<PAGE>

                                SKLAR CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)


NOTE 3   LONG-TERM DEBT

The  company  has  a  long-term  borrowing  arrangement  with  CoreStates  Bank,
guaranteed by the United States Small Business Administration, with a balance of
$190,000 at December 31, 1997.  The loan is payable in monthly  installments  of
$10,000 plus interest at New York's Prime Rate plus 2.25% through December 1999.
The prime  rate was 7.75% at  December  31,  1997.  This loan is  secured by the
Herwig inventory and all of the company's other tangible and intangible assets.

The company has a long-term obligation to the former owner at Dental Corporation
of America for $117,130 at December  31, 1997.  Payments on this note are due at
$5,000 per month including  interest at 20.1%. The company has not made payments
on this  obligation  since  September  30,  1996,  but  continues to reflect the
liability (see Item 1(A), Legal Matters under Part II, Other Information.)

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

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

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


SUBSEQUENT EVENT TO LONG TERM DEBT

On January 19, 1998 the company  reached a  settlement  with the  principals  of
Surgical Medical Specialist,  Inc. Details of this financial  settlement will be
reflected in the year end financial statements.

                                       7
<PAGE>

                                SKLAR CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)


NOTE 4   BUSINESS OPERATIONS

The Company  imports and  distributes  under the Sklar,  Misdom-Frank  and other
trademarks hand-held,  non-electronic  instruments for the surgical,  dental and
veterinary fields.

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

No changes have occurred in the company's business operations in the nine months
ended December 31, 1997.

NOTE 5   INVENTORIES

Inventories  are  stated at the lower of cost  (first-in,  first-out  method) or
market.  Gross profit percentage  reflects  management's  estimates of currently
realized profit, including historical averages.

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
nine month periods ended December 31, 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,

                                       8
<PAGE>

                                SKLAR CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 8   INCOME TAXES, continued

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.

NOTE 9   STOCKHOLDERS' EQUITY

As of December 31, 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 $151,273 in the nine months ended  December 31, 1997,
and $162,808 in the nine months ended December 31, 1996.

Income  taxes paid  amounted to $30,895 in the nine months  ended  December  31,
1997, and $8,500 in the nine months ended December 31, 1996.

NOTE 13 SUBSEQUENT EVENT

On January 19, 1998 the company  reached a  settlement  with the  principals  of
Surgical Medical Specialist,  Inc. Details of this financial  settlement will be
reflected in the year end financial statements.

                                       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 nine months ended December 31

                                 1997            1996

Net Sales                       100.0%          100.0%
Cost of Sales                    57.0            55.2
Gross Profit                     43.0            44.8
Selling, General and
  Admin. Expenses                38.7            41.2
Income Before
  Interest & Taxes                4.3             3.6
Interest Expense                  3.0             2.7
Income Before
  Income Taxes                    1.3             0.9
Net Income                        1.2             0.8


SALES

For the nine month  period ended  December  31, 1997  compared to the nine month
period ended December 31, 1996,  sales were down $360,986 or 3.4%. This decrease
reflects the difficulties with the SMS acquisition.

COST OF SALES

Cost of sales as a percentage of sales  increased 1.8% for the nine month period
ended  December 31, 1997  compared to the nine month  period ended  December 31,
1996.  This  increase  results  primarily  from the mix of products sold and the
increasing competitive sales pressure. As a result of increasing competitiveness
in the health care industry,  management  expects the business to show in future
periods lower than historical profit margin as a percent of sales.

                                       10
<PAGE>


                                SKLAR CORPORATION
                       MANAGEMENT DISCUSSION AND ANALYSIS


SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling,  General and  Administrative  expenses  for the nine month period ended
December  31, 1997 have  decreased  $407,430 or 9.3% from the nine month  period
ended  December 31,  1996.  The  decrease in these  expenditures  is a result of
measures  taken by  management  to remain  competitive  in this market which has
decreasing  gross  margins.  Selling  expenses have most notably  decreased from
previous quarters.

INTEREST

Interest  costs  increased  $ 27,543  or 9.8% for the nine  month  period  ended
December 31, 1997 compared to the nine month period ended  December 31, 1996 due
to increased  average borrowing levels resulting from the acquisition on May 31,
1996 and the resulting increased accounts receivable and inventory.  This impact
was partly offset by the decline in principal amount owed on the SBA loan.

INCOME TAXES

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

LIQUIDITY AND CAPITAL RESOURCES

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


                           PART II - OTHER INFORMATION


ITEM 1   LEGAL MATTERS

(A) The company has filed suit against the former principal of DCA for violating
terms of a non-compete  agreement  signed as part of a re-negotiated  settlement
for the  purchase  of DCA.  This suit will seek the return of all moneys paid to
the  former  principal  to date.  This  case is  currently  under  appeal to the
Superior Court of Pennsylvania  and no assessment of the outcome of the case has
been made by legal counsel.  Payments for this  acquisition  have been suspended
since September 1996 pending the outcome of this case.

(B) On January 19, 1998 the company  reached a settlement with the principals of
Surgical Medical Specialist,  Inc. Details of this financial  settlement will be
reflected in the year end financial statements.

(C) On January 12, 1998 the  company  served a Writ of Summons  against a former
CFO of the company.  Management is currently reviewing the issues with corporate
council.

                                       11
<PAGE>

                                SKLAR CORPORATION
                           PART II - OTHER INFORMATION


ITEM 2   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

February 12, 1998

                                       12