UNITED STATES
                              SECURITIES AND EXCHANGE COMMISSION
                                   Washington, D.C.   20549


                                           FORM 10-Q


[x]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
        OF THE SECURITIES EXCHANGE ACT OF 1934
        For the Quarter Ended September 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 0-21952


                                 AMERICAN SAFETY RAZOR COMPANY
                    (Exact name of registrant as specified in its charter)



        Delaware                                      54-1050207
        --------                                      ---------- 
(State of incorporation)                 (I.R.S. Employer Identification Number)


One Razor Blade Lane, P.O. Box 979, Verona, Virginia 24482-0979
---------------------------------------------------------------
(Address of principal executive offices, including zip code)


       (540) 248-8000
----------------------------
Registrant's telephone number




Indicate by check mark whether the Registrant (1) 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 [ ]



Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of October 17, 1997.

               Class                            Outstanding at October 17, 1997
               -----                            -------------------------------

Common Stock, $.01 Par Value                               12,098,049



<PAGE>



                                 AMERICAN SAFETY RAZOR COMPANY


                                             Index
                                             -----


                                                                    Page Number
                                                                    -----------

Part I.        Financial Information

    Item 1.    Financial Statements

               Condensed Consolidated Balance Sheets
               September 30, 1997 (Unaudited) and December 31, 1996           1

               Condensed Consolidated Statements of Income (Unaudited)
               Three and nine months ended
               September 30, 1997 and September 30, 1996                      3

               Condensed Consolidated Statements of Cash Flows (Unaudited)
               Nine months ended September 30, 1997 and September 30, 1996    4

               Notes to Condensed Consolidated Financial Statements           5

    Item 2.    Management's Discussion and Analysis of Financial
               Condition and Results of Operations                            7


Part II.       Other Information

    Item 1.    Legal Proceedings                                             10

    Item 6.    Exhibits and Reports on Form 8-K                              10

Signatures                                                                   11




<PAGE>



<TABLE>
<CAPTION>

                                 AMERICAN SAFETY RAZOR COMPANY
                             CONDENSED CONSOLIDATED BALANCE SHEETS
                                        (In thousands)





                                           September 30,         December 31,
                                              1997                   1996
                                           -------------         ------------
                                            (Unaudited)
ASSETS
<S>                                            <C>                  <C> 
Current assets:
    Cash and cash equivalents                   $  1,432            $  1,979
    Trade receivables, net                        46,039              37,904
    Inventories                                   53,377              43,866
    Deferred income taxes                          3,592               3,760
    Prepaid expenses                               1,756               1,833
                                               ---------           ---------

       Total current assets                      106,196              89,342

Property and equipment                           111,222              95,034
Less accumulated depreciation                    (39,594)            (34,012)
                                               ---------           ---------
                                                  71,628              61,022

Intangible assets, net:
    Goodwill                                      69,503              70,678
    Other                                          4,504               5,055
                                              ----------          ----------
                                                  74,007              75,733

Prepaid pension cost and other                     4,476               3,900
                                              ----------          ----------

Total assets                                    $256,307            $229,997
                                                ========            ========



See accompanying notes.
</TABLE>


<PAGE>



<TABLE>
<CAPTION>


                                 AMERICAN SAFETY RAZOR COMPANY
                             CONDENSED CONSOLIDATED BALANCE SHEETS
                               (In thousands, except share data)




                                                   September 30,   December 31,
                                                      1997           1996
                                                   -------------   ------------
                                                    (Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                                   <C>            <C>    
Current liabilities:
    Accounts payable                                  $  17,446      $  14,212
    Accrued expenses and other                           19,778         19,649
    Income taxes payable                                     35            370
    Current maturities of long-term obligations           2,393          1,419
                                                     ----------      ---------

       Total current liabilities                         39,652         35,650

Long-term obligations                                   127,646        110,762

Retiree benefits and other                               25,424         25,675

Deferred income taxes                                     9,172         13,387

Stockholders' equity:
    Common  Stock, $.01 par value, 25,000,000
       shares  authorized;  12,097,649 shares
       issued and outstanding at September 30,
       1997 (12,092,849 at December 31, 1996)               121            121
Additional capital                                       65,798         65,756
Deficit                                                 (10,337)       (20,714)
Foreign currency translation                             (1,169)          (640)
                                                     ----------     ----------
                                                         54,413         44,523
                                                      ---------      ---------
Total liabilities and stockholders' equity             $256,307       $229,997
                                                       ========       ========



See accompanying notes.

</TABLE>

<PAGE>



<TABLE>
<CAPTION>


                                 AMERICAN SAFETY RAZOR COMPANY
                    CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
                               (In thousands except share data)



                                                Three Months Ended         Nine Months Ended
                                                   September 30,              September 30,
                                                ------------------         ------------------
                                                1997          1996         1997        1996
                                                ----          ----         ----        ----
<S>                                            <C>           <C>         <C>         <C> 
Net sales                                      $79,061       $71,052     $217,847    $193,374
Cost of sales                                   52,473        46,414      145,309     126,442
                                               -------       -------     --------    --------

    Gross profit                                26,588        24,638       72,538      66,932

Selling, general and administrative expenses    15,414        14,416       44,273      41,111
Amortization of intangibles                        617           610        1,855       1,816
                                               -------       -------      -------     -------

    Operating income                            10,557         9,612       26,410      24,005

Interest expense                                 3,155         3,043        9,191       8,907
                                               -------       -------      -------     -------

    Income before income taxes                   7,402         6,569       17,219      15,098

Income taxes                                     2,964         2,477        6,842       5,889
                                               -------       -------     --------     -------

    Net income                                  $4,438        $4,092      $10,377      $9,209
                                                ======        ======      =======      ======

Weighted average shares outstanding         12,094,000    12,093,000   12,093,000  12,093,000
                                            ==========    ==========   ==========  ==========

Earnings per share:

    Net income                                    $.37          $.34         $.86        $.76
                                                  ====          ====         ====        ====





See accompanying notes.
</TABLE>


<PAGE>



<TABLE>
<CAPTION>

                                 AMERICAN SAFETY RAZOR COMPANY
                  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                                        (In thousands)


                                                            Nine Months Ended
                                                               September 30,
                                                            ------------------
                                                             1997       1996
                                                             ----       ----
<S>                                                        <C>         <C>  
Operating activities
Net income                                                 $10,377     $9,209
Adjustments to reconcile net income to net cash
    provided by operating activities:
       Depreciation and amortization                         8,265      7,819
       Interest and financing costs                            408        568
       Retiree benefits and other                           (1,391)       500
       Deferred income taxes                                   445       (366)
       Changes in operating assets and liabilities,
       net of effects of acquisitions:
         Trade receivables                                  (8,447)    (3,072)
         Inventories                                        (5,508)    (1,230)
         Prepaid expenses                                       77        279
         Accounts payable                                    3,234      1,072
         Accrued and other expenses                         (1,421)       (73)
         Income taxes                                       (4,792)       422
                                                           -------    -------

Net cash provided by operating activities                    1,247     15,128

Investing activities
Capital expenditures                                        (9,305)    (9,243)
Acquisitions, net of cash acquired                         (10,352)   (16,628)
Other                                                           (4)      (226)
                                                         ---------   --------

Net cash used in investing activities                      (19,661)   (26,097)

Financing activities
Proceeds from borrowings                                    21,940     20,318
Repayment of long-term obligations                          (4,115)    (9,998)
Proceeds from option exercise                                   42          -
                                                          --------   --------

Net cash provided from financing activities                 17,867     10,320
                                                           -------    -------

Net decrease in cash and cash equivalents                     (547)      (649)
Cash and cash equivalents, beginning of period               1,979      2,147
                                                           -------    -------

Cash and cash equivalents, end of period                    $1,432     $1,498
                                                            ======     ======


See accompanying notes.
</TABLE>


<PAGE>





                                 AMERICAN SAFETY RAZOR COMPANY

               Notes to Condensed Consolidated Financial Statements (Unaudited)


NOTE A - BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information and with the  instructions to Form 10-Q and Article 10 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements. In the opinion of management,  all adjustments (consisting
of only normal recurring accruals)  considered necessary for a fair presentation
have been included. Operating results for the three and nine month periods ended
September 30, 1997,  are not  necessarily  indicative of the results that may be
expected for the year ended December 31, 1997. For further information, refer to
the  consolidated  financial  statements and footnotes  thereto  included in the
Registrant's Annual Report on Form 10-K for the year ended December 31, 1996.


NOTE B - INVENTORIES

Classifications of inventories are as follows:
<TABLE>
<CAPTION>

                                                   September 30,   December 31,
                                                       1997           1996
                                                   -------------   ------------

                                                         (In thousands)
<S>                                                    <C>             <C>  
Raw materials                                          $19,410         $15,463
Work-in-process                                          6,135           5,951
Finished goods                                          25,518          20,289
Operating supplies                                       3,287           2,819
                                                       -------         -------
                                                        54,350          44,522
Excess of current cost over LIFO inventory value           973             656
                                                       -------         -------
                                                       $53,377         $43,866
                                                       =======         =======
</TABLE>

NOTE C - OTHER INFORMATION

The Company acquired certain intangible assets at the time of acquisition of the
Company  and of Ardell for $29  million,  and to date the  Company  has  claimed
federal  income tax  deductions  of $29  million for the  amortization  of those
assets.  In  June  1997,  the  IRS  issued  a  statutory  notice  of  deficiency
disallowing  substantially all of the Company's amortization deductions relating
to the intangible assets. The Company disagrees with the IRS's disallowances and
in September 1997,  petitioned the U.S. Tax Court to review and redetermine such
disallowances. The outcome of these proceedings cannot be predicted at this time
and the  Company  will  continue  to evaluate  the  potential  impact on its tax
reserves for this case. However,  the Company believes that the ultimate outcome
of these issues will not have a materially  adverse  impact on the  consolidated
financial position or results of operations of the Company.


NOTE D - PURCHASE OF THE COTTON DIVISION OF AMERICAN WHITE CROSS, INC.

On April 22, 1997, the Company  purchased  certain assets of The Cotton Division
of American White Cross, Inc.  ("Cotton") for net consideration of approximately
$10.4 million including estimated acquisition related expenses.  The acquisition
was  accounted  for under the  purchase  method of  accounting  and was financed
primarily  by  additional   borrowings  under  the  Company's  revolving  credit
facility.

Cotton is engaged in the  manufacture  and  distribution  of  private-brand  and
value-brand  cotton swabs,  cotton  rounds and squares,  cotton balls and puffs,
pharmaceutical coil and cotton rolls. Shortly after the acquisition, the Company
began to  consolidate  the  Cotton  operations  into  its  fiber  and foot  care
operations. Pro forma combined results of operations of the Company and Cotton
are not presented as the effects are not material.


NOTE E - LONG TERM OBLIGATIONS

On April 22, 1997, in connection  with its  acquisition  of Cotton,  the Company
borrowed  $9.8 million  under its revolving  credit  facility.  At September 30,
1997,  the Company had utilized $24.2 million of its revolving  credit  facility
and had  approximately  $25.8 million available for future borrowings under this
facility.


NOTE F - EARNINGS PER SHARE

Stock options  outstanding  during the three and nine months ended September 30,
1997 and 1996,  did not have a  material  dilutive  effect on  weighted  average
shares outstanding or earnings per share.

In February 1997, the Financial  Accounting  Standards Board issued Statement of
Financial  Accounting  Standards No. 128,  "Earnings Per Share" ("FAS 128"). FAS
128 requires dual  presentation  of basic EPS and diluted EPS on the face of the
income statement for all periods presented.

The Company will adopt FAS 128 effective  December 31, 1997.  Pro forma earnings
per share  data  calculated  in  accordance  with FAS 128 for the three and nine
months ended  September 30, 1997 and 1996, are as follows (in thousands,  except
per share data):
<TABLE>
<CAPTION>

                                          Three Months Ended  Nine Months Ended
                                             September 30,       September 30,
                                          ------------------  -----------------
                                           1997       1996      1997     1996
<S>                                       <C>        <C>      <C>       <C>
Net income                                $4,438     $4,092   $10,377   $9,209
                                          ======     ======   =======   ======

Basic EPS                                   $.37       $.34      $.86     $.76
                                            ====       ====      ====     ====

Weighted average shares outstanding       12,094     12,093    12,093   12,093
                                          ======     ======    ======   ======

Diluted EPS                                 $.36       $.34      $.85     $.76
                                            ====       ====      ====     ====

Weighted average shares outstanding       12,281     12,148    12,243   12,127
                                          ======     ======    ======   ======
</TABLE>


<PAGE>




                       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                              CONDITION AND RESULTS OF OPERATIONS


INTRODUCTION

The following  discussion and analysis  should be read in  conjunction  with the
consolidated  financial statements and notes thereto included in this report and
the  Registrant's  Annual  Report on Form 10-K for the year ended  December  31,
1996.  On April 22, 1997,  the Company  purchased  certain  assets of The Cotton
Division  of  American  White  Cross,  Inc.   ("Cotton"),   a  manufacturer  and
distributor of  private-brand  and value-brand  cotton swabs,  cotton rounds and
squares, cotton balls and puffs,  pharmaceutical coil and cotton rolls. Sales by
Cotton since its  acquisition  of $13.9 million had an immaterial  effect on net
income.


Three Months Ended September 30, 1997 Compared to Three Months Ended September
30, 1996

Net Sales.  Net sales for the three  months ended  September  30, 1997 and 1996,
were $79.1 million and $71.1 million, respectively, an increase of $8.0 million,
or 11%. Sales by Cotton,  since its acquisition  contributed $7.4 million to the
increase.  Net sales of the  Company's  shaving  blades and razors for the three
months ended September 30, 1997,  totaled $31.7 million,  a 4% decrease compared
to net sales for the three months ended  September 30, 1996,  of $33.1  million.
Net sales of domestic  private-brand  shaving products and international shaving
products were  substantially  unchanged with net sales of international  shaving
products negatively impacted approximately 5% by unfavorable exchange rates. Net
sales of domestic  branded shaving  products  decreased 12% due primarily to the
timing of certain promotional programs.

Net sales of bladed hand tools and blades for the three months  ended  September
30,  1997 and 1996,  were $12.2  million  and $10.2  million,  respectively,  an
increase  of $2.0  million,  or  20%.  This  strong  growth  primarily  reflects
increased sales of the Company's  American  Line(TM) and  Personna(R)  brands of
products  as a  result  of  new  distribution  gains  and  seasonal  promotional
activity.

Net sales of industrial  and  specialty and medical  blades for the three months
ended September 30, 1997 and 1996, were substantially unchanged at $4.3 million.
Sales of  industrial  and  specialty  products  decreased  4% due  primarily  to
cyclical  usage and purchasing  patterns by certain  customers and mix shifts to
lower  priced  blade  products.  Sales  of  medical  products  increased  5% due
primarily to an expanding customer base and new product offerings.

Net sales of fiber  and foot  care  products,  excluding  Cotton,  for the three
months ended  September 30, 1997 and 1996, were $15.8 million and $14.7 million,
respectively, an increase of $1.1 million or 7%. Fiber and foot care experienced
sales  growth  across  most of its  product  lines due  primarily  to  increased
distribution of products.

Net sales of the  Company's  custom bar soap products for the three months ended
September 30, 1997 and 1996, were $7.7 million and $8.8 million, respectively, a
decrease of $1.1 million or 12%.  This  decrease  was caused  primarily by lower
sales to certain of the Company's pharmaceutical/skin care customers relating to
their inventory management programs.

Gross Profit.  Gross profit  increased  $2.0 million to $26.6 million during the
three months ended  September 30, 1997,  from $24.6 million for the three months
ended  September 30, 1996. As a percentage of net sales,  gross profit was 33.6%
for the three months ended  September  30, 1997,  and 34.7% for the three months
ended  September  30, 1996.  This decrease was due primarily to lower margins in
the newly  acquired  Cotton  operations  and the negative  impact of unfavorable
exchange rates.

Operating and Other Expenses.  Selling, general and administrative expenses were
19.5% of net sales for the three months ended  September  30, 1997,  compared to
20.3% for the three months ended  September 30, 1996.  This  decrease  primarily
reflects  spreading  these costs over an increased  sales base due to the Cotton
acquisition  and was  somewhat  offset by an  increase  in sales  and  marketing
expenses in the Company's shaving operations. Amortization of goodwill and other
intangible  assets was  substantially  unchanged  at $0.6  million for the three
months ended  September 30, 1997 and 1996.  Interest  expense was  substantially
unchanged  at $3.2  million  for the three  months  ended  September  30,  1997,
compared to $3.0 million for the three months ended September 30, 1996.


Nine Months Ended September 30, 1997 Compared to Nine Months Ended September 30,
1996

Net Sales. Net sales for the nine months ended September 30, 1997 and 1996, were
$217.8 million and $193.4 million,  respectively,  an increase of $24.4 million,
or 13%. Sales by Cotton  contributed  $13.9 million to the increase and sales by
Bond, acquired on March 29, 1996,  contributed $2.3 million to the increase. Net
sales of the  Company's  shaving  blades and razors  for the nine  months  ended
September 30, 1997,  totaled $89.3 million, a 6% increase over net sales for the
nine months ended  September 30, 1996, of $84.5  million.  Net sales of domestic
private-brand  shaving products increased 7% primarily benefiting from continued
growth in sales of the  Company's  MBC(TM)  products and  increased  promotional
support of products by customers.  Net sales of  international  shaving products
increased 5% reflecting  stronger sales primarily in Canada,  Puerto Rico, Latin
America,  Mexico,  the United Kingdom,  and Asia.  International  net sales were
negatively impacted approximately 3% by unfavorable exchange rates. Net sales of
domestic branded shaving products were essentially flat due to lower promotional
activity offset in part by the Company's launch of the Revlon Perfect Finish(TM)
shaving product.

Net sales of bladed  hand tools and blades for the nine months  ended  September
30,  1997 and 1996,  were $33.1  million  and $30.2  million,  respectively,  an
increase  of $2.9  million,  or  10%.  This  strong  growth  primarily  reflects
increased sales of the Company's  American  Line(TM) and  Personna(R)  brands of
products as a result of new distribution gains and product line extensions.

Net sales of industrial  and  specialty  and medical  blades for the nine months
ended  September  30,  1997 and 1996,  were  $12.3  million  and $12.6  million,
respectively,  a  decrease  of $0.3  million,  or 3%.  Sales of  industrial  and
specialty  products  decreased 9% due primarily to cyclical usage and purchasing
patterns by certain  customers  and mix shifts to lower priced  blade  products.
Sales of medical  products  increased 5% due primarily to an expanding  customer
base and new product offerings.

Net sales of fiber and foot care products, excluding Cotton, for the nine months
ended  September  30,  1997 and 1996,  were  $44.2  million  and $41.9  million,
respectively, an increase of $2.3 million or 6%. Fiber and foot care experienced
sales  growth  across  most of its  product  lines due  primarily  to  increased
distribution of products.

Net sales of the  Company's  custom bar soap  products for the nine months ended
September 30, 1997 and 1996, were $25.0 million and $24.2 million, respectively,
an  increase  of $0.8  million  or 3%.  This  increase  primarily  reflects  the
continued growth in sales of the Company's pharmaceutical/skin care products.

Gross Profit.  Gross profit  increased  $5.6 million to $72.5 million during the
nine months ended  September  30, 1997,  from $66.9  million for the nine months
ended  September 30, 1996. As a percentage of net sales,  gross profit was 33.3%
for the nine months  ended  September  30,  1997,  and 34.6% for the nine months
ended  September  30, 1996.  This decrease was due primarily to lower margins in
the newly  acquired  Cotton  operations  and the negative  impact of unfavorable
exchange rates.

Operating and Other Expenses.  Selling, general and administrative expenses were
20.3% of net sales for the nine months ended  September  30,  1997,  compared to
21.3% for the nine months ended  September  30, 1996.  This  decrease  primarily
reflects  spreading  these costs over an increased  sales base due to the Cotton
acquisition.   Amortization  of  goodwill  and  other   intangible   assets  was
substantially  unchanged at $1.9 million for the nine months ended September 30,
1997,  compared to $1.8  million for the nine months ended  September  30, 1996.
Interest expense was substantially unchanged at $9.2 million for the nine months
ended  September  30,  1997,  compared to $8.9 million for the nine months ended
September 30, 1996.


Liquidity and Capital Resources

The  Company's  principal  sources of funds are cash  generated  from  operating
activities and borrowings under its revolving credit facility. Net cash provided
by operating  activities amounted to $1.2 million and $15.1 million for the nine
months ended  September 30, 1997 and 1996,  respectively.  The decrease of $13.9
million in net cash provided by operating  activities  for the nine month period
ended  September 30, 1997, as compared to the nine month period ended  September
30, 1996, was due primarily to i) an increase in trade  accounts  receivable and
inventories for the Company's newly acquired Cotton  operations,  ii) the timing
of customer payments, iii) an increase in inventories to improve customer
service, and iv) the payment of certain tax liabilities.

On April 22, 1997, in connection  with its  acquisition  of Cotton,  the Company
borrowed  $9.8 million  under its revolving  credit  facility.  At September 30,
1997,  the Company had utilized $24.2 million of its revolving  credit  facility
and had  approximately  $25.8 million available for future borrowings under this
facility.

Management  believes that the  Company's  cash on hand,  anticipated  funds from
operations,  and the amounts available to the Company under its revolving credit
facility will be sufficient to cover its working capital,  capital expenditures,
debt service  requirements  and tax obligations as well as support the Company's
growth-oriented  strategy  for its  existing  business  for at least the next 12
months. The Company anticipates that funding of any additional acquisitions will
require additional  borrowings under its revolving credit facility.  The Company
intends to maintain  and further  strengthen  its  financial  condition  and, in
connection   therewith,   may  from  time  to  time  consider   other   possible
transactions,  including  other capital  market  transactions  or disposition of
businesses  that no longer  meet its  strategic  objectives.  The Company has no
present plans in this regard.



<PAGE>



                                  PART II, OTHER INFORMATION


Item 1.  Legal Proceedings

         None.


Item 6.  Exhibits and Reports on Form 8-K

         a.  Exhibits - Exhibit 27 - Financial Data Schedule

         b.  Reports on Form 8-K:  No reports on Form 8-K have been filed during
             the quarter ended September 30, 1997.



<PAGE>




                                          SIGNATURES





Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                                               AMERICAN SAFETY RAZOR COMPANY



October 22, 1997                               By /s/William C. Weathersby
----------------                               ---------------------------
Date                                              William C. Weathersby
                                                  President




October 22, 1997                               By /s/Thomas G. Kasvin
----------------                               ---------------------------
Date                                              Thomas G. Kasvin
                                                  Senior Vice President
                                                  Chief Financial Officer