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, 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 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 18, 1996.

             Class                              Outstanding at October 18, 1996
             -----                              -------------------------------

   Common Stock, $.01 Par Value                           12,092,849 

   <PAGE>



                          AMERICAN SAFETY RAZOR COMPANY


                                      Index
                                      -----

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

   Part I.    Financial Information

     Item 1.  Financial Statements

              Condensed Consolidated Balance Sheets
              September 30, 1996 and December 31, 1995                      1

              Condensed Consolidated Statements of Income
              Three and nine months ended
              September 30, 1996 and September 30, 1995                     3

              Condensed Consolidated Statements of Cash Flows
              Nine months ended September 30, 1996 and September 30, 1995   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>
                          AMERICAN SAFETY RAZOR COMPANY
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                  (In thousands)

<CAPTION>
                                                   September 30,  December 31,
                                                       1996           1995
                                                   -------------  ------------
 
                                                  (Unaudited)
   <S>                                             <C>            <C>
   ASSETS

   Current assets:
     Cash and cash equivalents                     $  1,498       $  2,147
     Trade receivables, net                          39,763         33,100
     Inventories                                     45,589         38,577
     Deferred income taxes                            3,953          3,498
     Prepaid expenses                                 1,419          1,363
                                                   --------       --------


       Total current assets                          92,222         78,685
    
   Property and equipment                            93,119         75,747 
   Less accumulated depreciation                    (31,940)       (26,169)
                                                   --------       --------
                                                     61,179         49,578

   Intangible assets, net:
     Goodwill                                        70,903         70,475
     Other                                            5,269          5,921
                                                   --------       --------
                                                     76,172         76,396

   Prepaid pension cost and other                     3,691          3,604
                                                   --------       --------

   Total assets                                    $233,264       $208,263
                                                   --------       --------
                                                   --------       --------


   See accompanying notes.
</TABLE>

   <PAGE>

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

<CAPTION>
                                                   September 30,  December 31,
                                                       1996           1995
                                                   -------------  ------------
                                                   (Unaudited) 
   LIABILITIES AND STOCKHOLDERS' EQUITY
   <S>                                             <C>            <C>

   Current liabilities:
     Accounts payable                              $ 14,643       $ 10,956
     Accrued expenses and other                      18,456         17,926
     Income taxes payable                             1,135            713
     Current maturities of long-term obligations      2,546          4,614
                                                   --------       --------

       Total current liabilities                     36,780         34,209
    
   Long-term obligations                            117,720        105,175

   Retiree benefits and other                        25,448         24,896

   Deferred income taxes                             13,174         13,085


   Stockholders' equity:
     Common Stock, $.01 par value, 25,000,000
       shares authorized; 12,092,849 shares
       issued and outstanding at
       September 30, 1996 (11,502,477 at
       December 31, 1995)                               121            115
     Class B Common Stock, $.01 par value,
       590,372 shares issued and outstanding
       at December 31, 1995                               -              6
   Additional capital                                65,756         65,756


   Deficit                                          (24,678)       (33,887)
   Foreign currency translation                      (1,057)        (1,092)
                                                   --------       --------
                                                     40,142         30,898
                                                   --------       --------
   Total liabilities and stockholders' equity      $233,264       $208,263
                                                   --------       --------
                                                   --------       --------


   See accompanying notes.
</TABLE>

   <PAGE>

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

<CAPTION>
                                  Three Months Ended     Nine Months Ended  
                                     September 30,          September 30,
                                    1996        1995       1996       1995
                                  --------    --------   --------   --------

   <S>                            <C>         <C>        <C>        <C>
   Net sales                      $71,052     $61,438    $193,374   $170,826
   Cost of sales                   46,414      40,076     126,442    111,919
                                  -------     -------    --------   --------

     Gross profit                  24,638      21,362      66,932     58,907

   Selling, general and
     administrative expenses       14,416      12,029      41,111     36,178
   Amortization of intangibles        610         598       1,816      1,749
   Litigation settlement expense        -           -           -        947
                                  -------     -------    --------   --------

     Operating income               9,612       8,735      24,005     20,033

   Interest expense                 3,043       2,875       8,907      7,710
                                  -------     -------    --------   --------

     Income before income taxes
        and extraordinary item      6,569       5,860      15,098     12,323

   Income taxes                     2,477       2,280       5,889      4,930
                                  -------     -------    --------   --------

     Income before
          extraordinary item        4,092       3,580       9,209      7,393

   Extraordinary charge for early
     extinguishment of debt             -        (971)          -       (971)
                                   ------      ------      ------     ------

     Net income                    $4,092      $2,609      $9,209     $6,422
                                   ------      ------      ------     ------
                                   ------      ------      ------     ------
   Weighted average shares
      outstanding                 12,093,000  12,093,000 12,093,000 12,093,000

   Earnings per share:
     Income before
        extraordinary item           $.34        $.30        $.76       $.61
     Extraordinary charge
        for early extinguishment
        of debt                         -        (.08)          -       (.08)
                                     ----        ----        ----       ----

     Net income                      $.34        $.22        $.76       $.53
                                     ----        ----        ----       ----
                                     ----        ----        ----       ----


   See accompanying notes.

</TABLE>

   <PAGE>

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

<CAPTION>
                                                       Nine Months Ended 
                                                          September 30,    
                                                         1996       1995
                                                       --------   -------

   <S>                                                 <C>        <C>
   Operating activities
   Net income                                           $9,209     $6,422 
   Adjustments to reconcile net income to net
     cash provided by operating activities:
       Extraordinary charge                                  -        971
       Depreciation and amortization                     7,819      6,565
       Amortization of financing costs                     568        741
       Retiree benefits and other                          500        795
       Deferred income taxes                              (366)     1,337 
       Changes in operating assets and
       liabilities, net of effects
       of Bond and ACCO acquisitions:
         Trade receivables                              (3,072)    (4,527)
         Inventories                                    (1,230)    (2,436)
         Prepaid expenses                                  279       (185)
         Accounts payable                                1,072       (899)
         Accrued and other expenses                        (73)     1,672
         Income taxes payable                              422       (174)
                                                        ------     ------

   Net cash provided by operating activities            15,128     10,282 

   Investing activities
   Capital expenditures                                 (9,243)    (9,394)
   Purchase of Bond and ACCO, respectively,
      net of cash acquired                             (16,628)    (7,348)
   Deferred loan fees and other                           (226)    (4,370)
                                                       -------    -------
   Net cash used in investing activities               (26,097)   (21,112)

   Financing activities
   Proceeds from borrowings                             20,318     125,795 
   Repayment of debt                                    (9,998)   (114,118)
                                                       -------    --------
   Net cash provided from financing activities          10,320      11,677
                                                       -------    --------
   Net (decrease) increase in cash and
     cash equivalents                                     (649)        847
   Cash and cash equivalents, beginning of period        2,147         678
                                                       -------    --------
   Cash and cash equivalents, end of period             $1,498      $1,525 
                                                        ------      ------
                                                        ------      ------


   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, 1996, are not
   necessarily indicative of the results that may be expected for the year
   ended December 31, 1996.  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, 1995.


   NOTE B - INVENTORIES

   Classifications of inventories are as follows:
<TABLE>
<CAPTION>
                                                  September 30, December 31,
                                                      1996        1995
                                                  ------------- ------------
                                                       (In thousands)

   <S>                                            <C>           <C>
   Raw materials                                  $16,423       $16,070
   Work-in-process                                  6,060         5,053
   Finished goods                                  21,806        17,274
   Operating supplies                               2,790         2,166
                                                   ------        ------
                                                   47,079        40,563
   Excess of current cost
       over LIFO inventory value                    1,490         1,986
                                                  -------       -------
                                                  $45,589       $38,577
                                                  -------       -------
                                                  -------       -------
</TABLE>

   NOTE C - OTHER INFORMATION

   The Company's federal income tax returns for 1989, 1990 and 1991 have been
   examined by the IRS.  In addition, the Company's federal income tax returns
   for 1992, 1993 and 1994 are presently under examination by the IRS.  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 connection with such acquisitions, the Company also incurred
   approximately $10 million of loan costs and certain other costs, and has
   expensed certain of those costs and claimed amortization deductions with
   respect to other such costs.  During March 1995, the Company received a
   revenue agent's report proposing adjustments to the value of the intangible
   assets which value is substantially below the value assigned to such assets
   by the Company, resulting in the disallowance of substantially all of the
   Company's amortization deductions with respect to those assets.  In
   addition, the IRS has proposed adjustments disallowing substantially all of
   the Company's deductions with respect to the loan costs and certain other
   costs described above.  The Company disagrees with such proposed
   disallowances, and on May 15, 1995, the Company filed a protest with the IRS
   with respect to such proposed disallowances.  The Company is vigorously
   contesting such proposed disallowances.  The outcome cannot be predicted at
   this time. The Company will continue to evaluate the potential impact on its
   tax reserves for these issues.  However, the Company believes that the
   ultimate outcome of the above matters will not have a materially adverse
   impact on the consolidated financial position or results of operations of
   the Company.

   On March 13, 1996, the remaining shares of Class B Common Stock outstanding
   were converted into an equal number of shares of Common Stock.  Upon such
   conversion the Class B Common Stock ceased to be authorized.

   Stock options outstanding during the three months and nine months ended
   September 30, 1996 and 1995 did not have a material dilutive effect on
   weighted average shares outstanding or earnings per share. 


   NOTE D - ACQUISITION OF BOND - AMERICA ISRAEL BLADES, LTD. AND A.I. BLADES,
   INC.

   On March 29, 1996, the Company purchased certain assets of Bond - America
   Israel Blades, Ltd., and its wholly-owned U.S. subsidiary, A. I. Blades,
   Inc. (collectively "Bond") for net consideration of approximately $16.6
   million including estimated acquisition related expenses.  The agreement
   also provides for additional consideration of up to $4.0 million with
   payments over a four year period based on achieving a specified level of
   earnings during 1996, as defined. The acquisition was accounted for under
   the purchase method of accounting and was financed by additional borrowings
   of approximately $12.7 million under the Company's revolving credit facility
   and internally generated funds.

   Bond is engaged in the manufacture and distribution of private-brand and
   value-brand shaving razors and blades.  Its principal operations are located
   in Nazareth Illit, Israel where it leases approximately 79,000 square feet
   of manufacturing and warehouse facilities.  Shortly after the acquisition,
   the Company consolidated the Carlstadt, New Jersey operations of Bond into
   its blade operations in Knoxville, Tennessee.

   Pro forma combined results of operations of the Company as if the Bond
   acquisition occurred on January 1, 1995 are not presented as the effects are
   not material.

   NOTE E - LONG TERM OBLIGATIONS

   In connection with the March 29, 1996, acquisition of Bond, the Company
   borrowed $12.7 million under its revolving credit facility. At September 30,
   1996, the Company had utilized $13.8 million of its revolving credit
   facility and had approximately $36.2 million available for future borrowings
   under this facility.

   On August 3, 1995, the Company sold $100.0 million aggregate principal
   amount of 9 7/8% Series A Senior Notes due 2005 through a private placement. 
   In addition, the Company replaced its existing bank credit agreement with a
   new bank credit agreement which permits borrowings of up to $50.0 million
   and contains certain financial covenants.  The Company utilized the net
   proceeds received from the offering of $95.8 million (after the deduction of
   discounts and commissions, fees and other expenses associated with the
   offering and the new bank credit agreement), together with additional
   borrowings of $3.9 million under its new revolving credit facility and
   internally generated funds of $1.2 million to:

                                                          (In millions)

        Repay bank credit agreement                       $ 90.3
        Repay subordinated notes                            10.0
        Pay prepayment premium on subordinated notes         0.2
        Pay accrued interest                                 0.4
                                                          ------
                                                          $100.9
                                                          ------
                                                          ------

   In connection with the repayment of its bank credit agreement and
   subordinated notes, the Company wrote-off deferred financing costs and paid
   a prepayment premium in the aggregate amount of approximately $1.6 million. 
   These costs have been presented as an extraordinary charge for early
   extinguishment of debt of approximately $1.0 million (net of tax effect) in
   the results of operations for the three months and nine months ended
   September 30, 1995.

   The Company filed a registration statement with the Securities and Exchange
   Commission, which became effective on October 17, 1995, to offer to exchange
   its 9 7/8% Series B Senior Notes due 2005 (the "New Notes") for any and all
   of its outstanding 9 7/8% Series A Senior Notes due 2005 (the "Old Notes"). 
   Effective November 16, 1995, the New Notes were exchanged for a like
   principal amount of Old Notes. The exchange of the New Notes for the Old
   Notes had no financial accounting impact.

   <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, 1995.  On March 29, 1996, the Company purchased certain assets of Bond -
   America Israel Blades, Ltd. and its wholly-owned U.S. subsidiary, A. I.
   Blades, Inc. (collectively "Bond"), a manufacturer of private-brand and
   value-brand shaving razors and blades.  Sales by Bond since its acquisition
   of $7.5 million had an insignificant effect on net income.

   Three Months Ended September 30, 1996 Compared to Three Months Ended
   September 30, 1995

   Net Sales.  Net sales for the three months ended September 30, 1996 and 1995
   were $71.1 million and $61.4 million, respectively, an increase of $9.7
   million, or 15.6%.  Sales by Bond contributed $4.0 million or 6.4% to the
   increase.  Net sales of the Company's shaving blades and razors, excluding
   Bond, for the three months ended September 30, 1996 totaled $29.1 million, a
   $2.6 million or 9.6% increase over net sales for the three months ended
   September 30, 1995 of $26.5 million.  Net sales of domestic branded shaving
   products increased 28.1% benefiting primarily from several promotional
   programs during the quarter and continued strength in the MBC trademark,
   Lady MBC trademark and Burma Shave registered shaving system line of
   products. Net sales of domestic private-brand shaving products increased
   4.5% primarily reflecting continued growth in sales of the Company's MBC
   trademark product and increased promotional support of products by
   customers. Net sales of international shaving products decreased 1.3%
   primarily reflecting lower sales in Latin America and Asia.

   Net sales of bladed hand tools and blades for the three months ended
   September 30, 1996 and 1995 were $10.2 million and $10.4 million,
   respectively, a decrease of $0.2 million, or 1.8%. While sales of the
   Company's branded blades and tools in retail markets continued to grow,
   strong sales of certain commercial products during the Company's second
   quarter adversely effected third quarter sales.

   Net sales of industrial and specialty and medical blades for the three
   months ended September 30, 1996 and 1995 were $4.3 million and $3.8 million,
   respectively, an increase of $0.5 million, or 12.2%.  Sales of industrial
   and specialty products increased 2.8% due primarily to new product
   introductions.  Sales of medical products increased 25.0% due to new product
   introductions and an expanding customer base.

   Net sales of fiber and foot care products for the three months ended
   September 30, 1996 and 1995 were $14.7 million and $13.9 million,
   respectively, an increase of $0.8 million or 6.0%.  The Company experienced
   sales growth in its cotton balls, cotton pads, and tissues product lines.

   Net sales of the Company's custom bar soap products for the three months
   ended September 30, 1996 and 1995 were $8.8 million and $6.8 million,
   respectively, an increase of $2.0 million or 29.5%. This increase primarily
   reflects strong growth in sales of the Company's pharmaceutical/skin care
   products.

   Gross Profit.  Gross profit increased $3.2 million to $24.6 million during
   the three months ended September 30, 1996 from $21.4 million for the three
   months ended September 30, 1995.  As a percentage of net sales, gross profit
   was 34.7% for the three months ended September 30, 1996 and 34.8% for the
   three months ended September 30, 1995.  Gross profit for the Company's
   razors and blades segment for the three months ended September 30, 1996 and
   1995 was 40.6% and 43.0% of net sales, respectively.  This decrease was
   primarily due to the lower margins earned on sales of Bond products. Gross
   profit margins were also impacted by higher depreciation expense, related to
   the Company's capacity expansion projects, which was more than offset by
   lower production costs resulting from increased output from the Company's
   Mexico operations.  Fiber and foot care gross profit increased to 20.7% from
   19.3% of net sales during the same period primarily reflecting lower
   material costs.  Custom bar soap's gross profit increased to 26.0% from
   16.8% of net sales during the same period primarily reflecting reduced
   manufacturing costs associated with the Company's capacity expansion
   projects. 

   Operating and Other Expenses.  Selling, general and administrative expenses
   were 20.3% of net sales for the three months ended September 30, 1996
   compared to 19.6% for the three months ended September 30, 1995. This 0.7%
   of net sales increase primarily reflects an increase in promotional and
   certain administrative expenses to support the Company's sales growth.

   Amortization of goodwill and other intangible assets was substantially
   unchanged at $0.6 million for the three months ended September 30, 1996 and
   1995. Interest expense was also substantially unchanged at $3.0 million and
   $2.9 million for the three months ended September 30, 1996 and 1995,
   respectively.


   Nine Months Ended September 30, 1996 Compared to Nine Months Ended September
   30, 1995

   Net Sales.  Net sales for the nine months ended September 30, 1996 and 1995
   were $193.4 million and $170.8 million, respectively, an increase of $22.6
   million, or 13.2%.  Sales by Bond contributed $7.5 million or 4.4% to the
   increase.  Net sales of the Company's shaving blades and razors, excluding
   Bond, for the nine months ended September 30, 1996 totaled $77.0 million, a
   5.4% increase over net sales for the nine months ended September 30, 1995 of
   $73.0 million. Net sales of domestic branded shaving products increased 7.3%
   primarily benefiting from increased promotional programs and continued
   strength in the MBC trademark, Lady MBC trademark and Burma Shave registered
   shaving system line of products. Net sales of international shaving products
   increased 5.5% reflecting stronger sales primarily in Canada, Europe and
   Asia. Net sales of domestic private-brand shaving products increased 3.1%
   primarily benefiting from sales of the Company's MBC trademark product and
   increased promotional support of products by customers. 

   Net sales of bladed hand tools and blades for the nine months ended
   September 30, 1996 and 1995 were $30.2 million and $29.6 million,
   respectively, an increase of $0.6 million, or 2.2%.  This increase primarily
   reflects an expanding customer base and increased product promotions.

   Net sales of industrial and specialty and medical blades for the nine months
   ended September 30, 1996 and 1995 were $12.6 million and $12.0 million,
   respectively, an increase of $0.6 million, or 5.2%.  Sales of industrial and
   specialty products decreased 3.0% due primarily to inventory adjustments at
   major original equipment manufacturers and other user customers during the
   three months ended March 31, 1996. Sales of these products rebounded during
   the second and third quarters of 1996. Sales of medical products increased
   17.6% due to new product introductions and an expanding customer base.

   Net sales of fiber and foot care products for the nine months ended
   September 30, 1996 and 1995 were $41.9 million and $35.1 million,
   respectively, an increase of $6.8 million or 19.3%.  On a fully comparable
   basis (including 1995 net sales of ACCO prior to its acquisition date of
   $3.1 million), net sales increased $3.7 million or 9.7%.  The Company
   experienced sales growth across its product lines, particularly in cotton
   balls, cotton pads, swabs, insoles and tissues.

   Net sales of the Company's custom bar soap products for the nine months
   ended September 30, 1996 and 1995 were $24.2 million and $21.1 million,
   respectively, an increase of $3.1 million or 14.5%.  This increase primarily
   reflects the strong growth in sales of the Company's pharmaceutical/skin
   care products.

   Gross Profit.  Gross profit increased $8.0 million to $66.9 million during
   the nine months ended September 30, 1996 from $58.9 million for the nine
   months ended September 30, 1995.  As a percentage of net sales, gross profit
   was 34.6% for the nine months ended September 30, 1996 and 34.5% for the
   nine months ended September 30, 1995.  Gross profit for the Company's razors
   and blades segment for the nine months ended September 30, 1996 and 1995 was
   41.7% and 42.1% of net sales, respectively.  This decrease was primarily due
   to the lower margins earned on sales of Bond products. Gross profit margins
   were also impacted by higher depreciation expense, related to the Company's
   capacity expansion projects, which was more than offset by lower production
   costs resulting from increased output from the Company's Mexico operations.
   Fiber and foot care gross profit increased to 19.9% from 18.5% of net sales
   during the same period primarily reflecting reduced material costs, reduced
   manufacturing costs resulting from the ongoing consolidation of
   manufacturing operations and lower shipping costs. Custom bar soap's gross
   profit increased to 22.6% from 19.5% of net sales during the same period
   primarily reflecting reduced manufacturing costs associated with the
   Company's capacity expansion projects. 

   Operating and Other Expenses.  Selling, general and administrative expenses
   were 21.3% of net sales for the nine months ended September 30, 1996
   compared to 21.2% for the nine months ended September 30, 1995. The
   litigation settlement expenses of $0.9 million, including legal fees
   incurred during the three months ended June 30, 1995, relate to the AMMI
   case which was settled in June, 1995.

   Amortization of goodwill and other intangible assets was substantially
   unchanged at $1.8 million and $1.7 million for the nine months ended
   September 30, 1996 and 1995, respectively.  Interest expense increased for
   the nine months ended September 30, 1996 to $8.9 million from $7.7 million
   for the nine months ended September 30, 1995 primarily reflecting the higher
   interest rate resulting from the Company's debt offering in August 1995, and
   from increased borrowings to finance the ACCO and Bond acquisitions.


   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 $15.1 million and $10.3 million
   for the nine months ended September 30, 1996 and 1995, respectively.  The
   increase of $4.8 million in net cash provided by operating activities for
   the nine month period ended September 30, 1996 as compared to the nine month
   period ended September 30, 1995 was due primarily to increased earnings and
   the net effects of differences in the changes in the components of working
   capital primarily trade receivables, inventories and accounts payable.

   In connection with the March 29, 1996, acquisition of Bond, the Company
   borrowed $12.7 million under its revolving credit facility. At September 30,
   1996, the Company had utilized $13.8 million of its revolving credit
   facility and had approximately $36.2 million available for future borrowings
   under this facility.

   On August 3, 1995, the Company sold $100.0 million aggregate principal
   amount of 9 7/8% Series A Senior Notes due 2005 through a private placement. 
   In addition, the Company replaced its existing bank credit agreement with a
   new bank credit agreement which permits borrowings of up to $50.0 million
   and contains certain financial covenants.  The Company utilized the net
   proceeds received from the offering to repay its former bank credit
   agreement and subordinated notes.

   The Company filed a registration statement with the Securities and Exchange
   Commission, which became effective on October 17, 1995, to offer to exchange
   its 9 7/8% Series B Senior Notes due 2005 (the "New Notes") for any and all
   of its outstanding 9 7/8% Series A Senior Notes due 2005 (the "Old Notes"). 
   Effective November 16, 1995, the New Notes were exchanged for a like
   principal amount of Old Notes. The exchange of the New Notes for the Old
   Notes had no financial accounting impact.

   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, 1996.

   <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, 1996                By /s/William C. Weathersby
   -------------------------          --------------------------------
   Date                               William C. Weathersby
                                      President




   October 22, 1996                By /s/Thomas G. Kasvin
   -------------------------          --------------------------------
   Date                               Thomas G. Kasvin
                                      Senior Vice President 
                                      Chief Financial Officer