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 March 31, 1998

                                                     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 April 24, 1998.

             Class                                Outstanding at April 24, 1998
             -----                                -----------------------------

Common Stock, $.01 Par Value                                12,106,449



<PAGE>




<TABLE>
<CAPTION>

                          AMERICAN SAFETY RAZOR COMPANY


                                      Index
                                      -----


                                                                                                        Page Number
                                                                                                        -----------
<S>               <C>                                                                                           <C>
Part I.           Financial Information

    Item 1.       Financial Statements

                  Condensed Consolidated Balance Sheets
                  March 31, 1998 (Unaudited) and December 31, 1997                                                1

                  Condensed Consolidated Statements of Income (Unaudited)
                  Three months ended March 31, 1998 and March 31, 1997                                            3

                  Condensed Consolidated Statements of Cash Flows (Unaudited)
                  Three months ended March 31, 1998 and March 31, 1997                                            4

                  Notes to Condensed Consolidated Financial Statements                                            5

    Item 2.       Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                                                            12


Part II.          Other Information

    Item 1.       Legal Proceedings                                                                              14

    Item 6.       Exhibits and Reports on Form 8-K                                                               14

Signatures                                                                                                       15

</TABLE>


<PAGE>




<TABLE>

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


<CAPTION>


                                                                                March 31,              December 31,
                                                                                 1998                      1997
                                                                                ----------             ------------
                                                                               (Unaudited)

<S>                                                                              <C>                      <C>   
ASSETS

Current assets:
    Cash and cash equivalents                                                    $  1,800                 $  1,434
    Trade receivables, net                                                         38,100                   45,277
    Inventories                                                                    56,222                   51,488
    Income taxes receivable                                                         1,463                      896
    Deferred income taxes                                                           3,113                    2,803
    Prepaid expenses                                                                2,376                    1,410
                                                                                 --------                 --------

        Total current assets                                                      103,074                  103,308

Property and equipment                                                            116,599                  114,649
Less accumulated depreciation                                                     (43,046)                 (41,706)
                                                                                 --------                 --------
                                                                                   73,553                   72,943

Intangible assets, net:
    Goodwill                                                                       68,444                   68,978
    Other                                                                           4,036                    4,258
                                                                                 --------                 --------
                                                                                   72,480                   73,236

Prepaid pension cost and other                                                      4,658                    4,594
                                                                                 --------                 --------




Total assets                                                                     $253,765                 $254,081
                                                                                 ========                 ========
</TABLE>













See accompanying notes.

                                                        -1-

<PAGE>




<TABLE>

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


<CAPTION>


                                                                                March 31,              December 31,
                                                                                 1998                    1997
                                                                                ----------             ------------
                                                                               (Unaudited)

LIABILITIES AND STOCKHOLDERS' EQUITY

<S>                                                                              <C>                      <C>
Current liabilities:
    Accounts payable                                                             $ 15,783                 $ 15,704
    Accrued expenses and other                                                     16,581                   20,761
    Current maturities of long-term obligations                                     2,220                    2,107
                                                                                 --------                 --------

        Total current liabilities                                                  34,584                   38,572

Long-term obligations                                                             123,710                  121,505

Retiree benefits and other                                                         24,791                   24,983

Deferred income taxes                                                              10,291                    9,582
                                                                                 --------                 --------

Total liabilities                                                                 193,376                  194,642
                                                                                 --------                 --------

Stockholders' equity:
    Common Stock,  $.01 par  value,  25,000,000  shares  authorized;
        12,106,449 shares issued and outstanding at March 31, 1998
        (12,098,049 at December 31, 1997)                                             121                      121
    Additional capital                                                             65,874                   65,801
    Deficit                                                                        (4,856)                  (5,645)
    Foreign currency translation                                                     (750)                    (838)
                                                                                 --------                 --------
                                                                                   60,389                   59,439
                                                                                 --------                 --------
Total liabilities and stockholders' equity                                       $253,765                 $254,081
                                                                                 ========                 ========

</TABLE>












See accompanying notes.

                                                        -2-

<PAGE>




<TABLE>

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


<CAPTION>

                                                                                              Three Months Ended
                                                                                                   March 31,
                                                                                            ----------------------
                                                                                             1998          1997
                                                                                             ----          ----
<S>                                                                                         <C>           <C>

Net sales                                                                                   $66,511       $63,103
Cost of sales                                                                                47,003        41,425
                                                                                            -------       -------

    Gross profit                                                                             19,508        21,678

Selling, general and administrative expenses                                                 13,521        13,944
Amortization of intangibles                                                                     631           620
Restructuring charge                                                                          1,003             -
                                                                                             ------       -------

    Operating income                                                                          4,353         7,114

Interest expense                                                                              3,045         2,906
                                                                                             ------       -------

    Income before income taxes                                                                1,308         4,208

Income taxes                                                                                    519         1,654
                                                                                             ------       -------

    Net income                                                                                 $789        $2,554
                                                                                               ====        ======

Basic earnings per share:
    Net income                                                                                 $.07          $.21
                                                                                               ====          ====

    Weighted average number of shares outstanding                                            12,103        12,093
                                                                                             ======        ======

Diluted earnings per share:
    Net income                                                                                 $.06          $.21
                                                                                               ====          ====

    Weighted average number of shares outstanding                                            12,338        12,217
                                                                                             ======        ======

</TABLE>














See accompanying notes.

                                                        -3-

<PAGE>




<TABLE>

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

<CAPTION>

                                                                                              Three Months Ended
                                                                                                   March 31,
                                                                                              ------------------
                                                                                               1998         1997
                                                                                               ----         ----

<S>                                                                                           <C>          <C>   
Operating activities
Net income                                                                                    $  789       $2,554
Adjustments to reconcile net income to net cash provided by
    operating activities:
        Depreciation and amortization                                                          2,977        2,638
        Interest and financing costs                                                             136          137
        Retiree benefits and other                                                              (167)        (756)
        Deferred income taxes                                                                    881          385
        Changes in operating assets and liabilities:
              Trade receivables                                                                7,177          811
              Inventories                                                                     (4,734)      (4,177)
              Income taxes receivable                                                           (567)           -
              Prepaid expenses                                                                  (966)         (78)
              Accounts payable                                                                    79         (305)
              Accrued and other expenses                                                      (4,180)      (4,074)
              Income taxes payable                                                              (483)      (2,737)
                                                                                             -------       ------

Net cash provided by (used in) operating activities                                              942       (5,602)

Investing activities
Capital expenditures                                                                          (2,956)      (1,727)
Deferred loan fees and other                                                                       -          (28)
                                                                                              ------       ------

Net cash used in investing activities                                                         (2,956)      (1,755)

Financing activities
Repayment of long-term obligations                                                            (3,102)        (222)
Proceeds from borrowings                                                                       5,409        6,944
Proceeds from exercise of stock options                                                           73            -
                                                                                              ------       ------

Net cash provided from financing activities                                                    2,380        6,722

Net increase (decrease) in cash and cash equivalents                                             366         (635)
Cash and cash equivalents, beginning of period                                                 1,434        1,979
                                                                                              ------       ------

Cash and cash equivalents, end of period                                                      $1,800       $1,344
                                                                                              ======       ======

</TABLE>




See accompanying notes.

                                                        -4-

<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 month period ended March 31,
1998, are not necessarily indicative of the results that may be expected for the
year ended December 31, 1998. 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, 1997.


NOTE B - INVENTORIES

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

                                                    March 31,       December 31,
                                                      1998             1997
                                                    ---------       ------------

                                                          (In thousands)

<S>                                                  <C>                <C>    
Raw materials                                        $21,786            $20,352
Work-in-process                                        6,514              5,596
Finished goods                                        25,256             23,128
Operating supplies                                     3,361              3,107
                                                     -------            -------
                                                      56,917             52,183
Excess of current cost over LIFO inventory value         695                695
                                                     -------            -------
                                                     $56,222            $51,488
                                                     =======            =======
</TABLE>

NOTE C - OTHER INFORMATION

The  Company's  federal  income  tax  returns  for 1989  through  1994 have been
examined 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 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 relating to 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.

In March 1998, the Company recorded a restructuring charge of approximately $1.0
million which includes  estimated costs of  approximately  $0.2 million to close
the Sparks, Nevada cotton operations and approximately $0.8 million in severance
and employee benefit costs relating to  consolidation of the Company's  domestic
shaving  razor and blade and cotton  products  sales forces and other  personnel
changes.



                                                        -5-

<PAGE>



NOTE D - LONG TERM OBLIGATIONS

At March 31,  1998,  the Company had  utilized  $20.6  million of its  revolving
credit  facility  and had  approximately  $29.4  million  available  for  future
borrowings under this facility.


NOTE E - EARNINGS PER SHARE

The difference  between the weighted  average number of shares  outstanding  for
computing basic earnings per share and diluted earnings per share relates to the
Company's  employee stock options  outstanding which are assumed to be converted
for the diluted earnings per share  calculation when the average market price of
the  Company's  common stock for the period  exceeds the  exercise  price of the
employee stock options which are outstanding.


NOTE F - COMPREHENSIVE INCOME

Effective January 1, 1998, the Company adopted Statement of Financial Accounting
Standards  No.  130,  "Reporting  Comprehensive  Income"  ("FAS  130").  FAS 130
establishes  standards for reporting and display of  comprehensive  income,  its
components and accumulated  balances.  Comprehensive income includes all changes
in equity during a period except those resulting from  investments by owners and
distributions  to owners.  The Company's  comprehensive  income amounted to $0.9
million  and $2.1  million for the three  months  ended March 31, 1998 and 1997,
respectively.  Comprehensive income includes net income of $0.8 million and $2.6
million for the three  months ended March 31, 1998 and 1997,  respectively,  and
other   comprehensive   income  which  includes  foreign  currency   translation
adjustments  of $0.09  million of income and $0.5  million  of  expense, for the
three months ended March 31, 1998 and 1997, respectively.


NOTE G - SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION

The  Company's  $100.0  million  of  Series B Senior  Notes  due 2005  have been
guaranteed, on a joint and several basis by certain domestic subsidiaries of the
Company, which guarantees are senior unsecured obligations of each guarantor and
will rank pari passu in right of  payment  with all other  indebtedness  of each
guarantor.  However,  the guarantee of one of the guarantor  subsidiaries  ranks
junior to its outstanding subordinated note.

The following condensed consolidating financial information presents:

     (1) Condensed  consolidating  financial statements as of March 31, 1998 and
December  31, 1997,  and for the three months ended March 31, 1998 and 1997,  of
American Safety Razor Company - the parent company, the guarantor  subsidiaries,
the  non-guarantor  subsidiaries,  and elimination  entries necessary to combine
such entities on a consolidated basis, and

     (2) The  investment  in  subsidiaries  is  carried  on the cost  basis  for
purposes  of  the  supplemental  financial  information.  Earnings  (losses)  of
subsidiaries are therefore not reflected in the related investment accounts.

During 1997, Ardell  Industries,  Inc., a non-guarantor  subsidiary,  was merged
into American Safety Razor Company - the parent company.

Separate  financial  statements and other  disclosures  concerning the guarantor
subsidiaries  are not presented  because  management  has  determined  that such
information would not be material to the holders of the Series B Senior Notes.

                                                        -6-

<PAGE>


<TABLE>

                     Condensed Consolidating Balance Sheets

                                 March 31, 1998

                                 (In thousands)
<CAPTION>

                                                                              Non-
                                                               Guarantor    guarantor
                                                      ASR    Subsidiaries Subsidiaries  Eliminations  Consolidated
                                                -----------  ------------ ------------  ------------  ------------ 
                                                                          (Unaudited)

<S>                                                <C>           <C>          <C>          <C>           <C>      
Assets
Current assets:
    Cash and cash equivalents                      $    118      $    91      $ 1,591      $      -      $  1,800
     Trade receivables, net                          16,411       10,480       11,209             -        38,100
     Advances receivable--subsidiaries               34,325            -        3,409       (37,734)            -
     Inventories                                     31,202       13,928       12,019          (927)       56,222
     Income taxes and prepaid expenses                6,347         (424)       1,029             -         6,952
                                                   --------      -------      -------      --------      --------

          Total current assets                       88,403       24,075       29,257       (38,661)      103,074

Property and equipment, net                          40,179       23,458        9,916             -        73,553
Intangible assets, net                               50,709       21,340          431             -        72,480
Prepaid pension cost and other                          296        4,340           22             -         4,658
Investment in subsidiaries                           39,026            -          900       (39,926)            -
                                                   --------      -------      -------      --------      --------

          Total assets                             $218,613      $73,213      $40,526      $(78,587)     $253,765
                                                   ========      =======      =======      ========      ========

Liabilities and Stockholders' Equity
Current liabilities:
     Accounts payable, accrued expenses
       and other                                   $ 15,724      $12,271      $ 4,367      $      2      $ 32,364
     Advances payable--subsidiaries                       -       37,612            -       (37,612)            -
     Current maturities of long-term
       obligations                                    1,025          125        1,070             -         2,220
                                                   --------      -------      -------      --------      --------

          Total current liabilities                  16,749       50,008        5,437       (37,610)       34,584

Long-term obligations                               120,984        2,726            -             -       123,710
Retiree health and insurance benefits
       and other                                     14,891        9,900            -             -        24,791
Deferred income taxes                                 7,392        2,844           55             -        10,291
                                                   --------      -------      -------      --------      --------

          Total liabilities                         160,016       65,478        5,492       (37,610)      193,376
                                                   --------      -------      -------      --------      --------

Stockholders' equity
     Common Stock                                       121          485           85          (570)          121
     Additional capital                              65,874       15,662       23,694       (39,356)       65,874
     Deficit                                         (9,888)      (8,412)      14,492        (1,048)       (4,856)
     Dividends                                        2,452            -       (2,452)            -             -
     Foreign currency translation                        38            -         (785)           (3)         (750)
                                                   --------      -------      -------      --------      --------
                                                     58,597        7,735       35,034       (40,977)       60,389
                                                   --------      -------      -------      --------      --------
          Total liabilities and
            stockholders' equity                   $218,613      $73,213      $40,526      $(78,587)     $253,765
                                                   ========      =======      =======      ========      ========
</TABLE>


                                                        -7-

<PAGE>


<TABLE>

                     Condensed Consolidating Balance Sheets

                                December 31, 1997

                                 (In thousands)
<CAPTION>

                                                                              Non-
                                                               Guarantor    guarantor
                                                      ASR    Subsidiaries Subsidiaries  Eliminations  Consolidated
                                                 ----------  ------------ ------------  ------------  ------------
<S>                                                <C>           <C>          <C>          <C>           <C>      
Assets
Current assets:
     Cash and cash equivalents                     $    356      $   433      $   637      $      8      $  1,434
     Trade receivables, net                          20,172       13,283       11,822            -         45,277
     Advances receivable--subsidiaries               33,608           -         4,299       (37,907)            -
     Inventories                                     29,106       12,603       10,724          (945)       51,488
     Income taxes and prepaid expenses                5,730         (982)         361             -         5,109
                                                   --------      -------      -------      --------      --------

          Total current assets                       88,972       25,337       27,843       (38,844)      103,308

Property and equipment, net                          39,836       23,135        9,972             -        72,943
Intangible assets, net                               51,205       21,585          446             -        73,236
Prepaid pension cost and other                          297        4,277           20             -         4,594
Investment in subsidiaries                           39,026            -          900       (39,926)            -
                                                   --------      -------      -------      --------      --------

          Total assets                             $219,336      $74,334      $39,181      $(78,770)     $254,081
                                                   ========      =======      =======      ========      ========

Liabilities and Stockholders' Equity
Current liabilities:
     Accounts payable, accrued expenses
       and other                                   $ 19,540      $13,346      $ 3,576      $      3      $ 36,465
     Advances payable--subsidiaries                       -       37,851            -       (37,851)            -
     Current maturities of long-term
       obligations                                    1,020          138          949             -         2,107
                                                   --------      -------      -------      --------      --------

          Total current liabilities                  20,560       51,335        4,525       (37,848)       38,572

Long-term obligations                               118,748        2,757            -             -       121,505
Retiree health and insurance benefits
       and other                                     14,988        9,995            -             -        24,983
Deferred income taxes                                 7,035        2,492           55             -         9,582
                                                   --------      -------      -------      --------      --------

          Total liabilities                         161,331       66,579        4,580       (37,848)      194,642
                                                   --------      -------      -------      --------      --------

Stockholders' equity
     Common Stock                                       121          485           85          (570)          121
     Additional capital                              65,801       15,662       23,694       (39,356)       65,801
     Deficit                                        (10,407)      (8,392)      14,147          (993)       (5,645)
     Dividends                                        2,452            -       (2,452)            -             -
     Foreign currency translation                        38            -         (873)           (3)         (838)
                                                   --------      -------      -------      --------      --------
                                                     58,005        7,755       34,601       (40,922)       59,439
                                                   --------      -------      -------      --------      --------
          Total liabilities and
            stockholders' equity                   $219,336      $74,334      $39,181      $(78,770)     $254,081
                                                   ========      =======      =======      ========      ========

</TABLE>

                                                        -8-

<PAGE>



<TABLE>

            Condensed Consolidating Statements of Income (Unaudited)
                        Three Months Ended March 31, 1998
                                 (In thousands)
<CAPTION>

                                                                              Non-
                                                               Guarantor    guarantor
                                                      ASR    Subsidiaries Subsidiaries  Eliminations  Consolidated
                                                    -------  ------------ ------------  ------------  ------------

<S>                                                 <C>          <C>          <C>           <C>           <C>    
Net sales                                           $32,177      $28,019      $11,317       $(5,002)      $66,511
Cost of sales                                        19,610       23,665        8,675        (4,947)       47,003
                                                    -------      -------      -------       -------       -------

Gross profit                                         12,567        4,354        2,642           (55)       19,508

Selling, general and
     administrative expenses                          8,183        2,977        2,361             -        13,521
Amortization of intangible assets                       372          245           14             -           631
Restructuring charge                                    731          184           88             -         1,003
                                                   --------      -------      -------       -------       -------

Operating income                                      3,281          948          179           (55)        4,353

Interest expense                                      2,405        1,008         (368)            -         3,045
                                                   --------      -------      -------       -------       -------
Income (loss) before income taxes                       876          (60)         547           (55)        1,308
Income taxes                                            357          (40)         202             -           519
                                                   --------      -------      -------       -------       -------

Net income (loss)                                  $    519      $   (20)     $   345       $   (55)      $   789
                                                   ========      =======      =======       =======       =======

</TABLE>

<TABLE>


            Condensed Consolidating Statements of Income (Unaudited)
                        Three Months Ended March 31, 1997
                                 (In thousands)
<CAPTION>

                                                                              Non-
                                                               Guarantor    guarantor
                                                      ASR    Subsidiaries Subsidiaries  Eliminations  Consolidated
                                                     ------- ------------ ------------  ------------  ------------

<S>                                                  <C>          <C>         <C>           <C>            <C>    
Net sales                                            $34,759      $22,009     $11,567       $(5,232)       $63,103
Cost of sales                                         20,646       17,296       8,640        (5,157)        41,425
                                                     -------      -------     -------       -------        -------

Gross profit                                          14,113        4,713       2,927           (75)        21,678

Selling, general and
     administrative expenses                           8,819        2,821       2,304             -         13,944
Amortization of intangible assets                        369          237          14             -            620
                                                     -------      -------     -------       -------        -------

Operating income                                       4,925        1,655         609           (75)         7,114

Interest expense                                       2,165          819         (78)            -          2,906
                                                     -------      -------     -------       -------        -------
Income (loss) before income taxes                      2,760          836         687           (75)         4,208
Income taxes                                           1,039          367         248             -          1,654
                                                     -------      -------     -------       -------        -------

Net income (loss)                                    $ 1,721      $   469     $   439       $   (75)       $ 2,554
                                                     =======      =======     =======       =======        =======
</TABLE>



                                                        -9-

<PAGE>

<TABLE>


             Condensed Consolidating Statements of Cash Flows (Unaudited)

                        Three Months Ended March 31, 1998

                                 (In thousands)
<CAPTION>

                                                                              Non-
                                                               Guarantor    guarantor
                                                      ASR    Subsidiaries Subsidiaries  Eliminations  Consolidated
                                                    -------- ------------ ------------  ------------  ------------

<S>                                                  <C>          <C>          <C>             <C>         <C>
Operating activities
Net cash (used in) provided by
     operating activities                            $ (219)      $1,057       $  178          $(74)       $  942

Investing activities
Capital expenditures                                 (1,616)      (1,105)        (235)            -        (2,956)
Advances from (to) subsidiaries                        (717)           -            -           717             -
                                                     ------       ------       ------          ----        -------

     Net cash (used in) provided from
          investing activities                       (2,333)      (1,105)        (235)          717        (2,956)

Financing activities
Repayment of long-term obligations                   (3,047)         (55)           -             -        (3,102)
Proceeds from borrowings                              5,288            -          121             -         5,409
Proceeds for exercise of stock options                   73            -           -              -            73
Advances from (to) subsidiaries                           -         (239)         890          (651)            -
                                                     ------       ------       ------          ----        ------

     Net cash provided from (used in)
          financing activities                        2,314         (294)       1,011          (651)        2,380

Net increase (decrease) in cash and cash
   equivalents                                         (238)        (342)         954            (8)          366
Cash and cash equivalents, beginning of
  period                                                356          433          637             8         1,434
                                                     ------       ------       ------          ----        ------
     Cash and cash equivalents, end of 
        period                                       $  118       $   91       $1,591          $  -        $1,800
                                                     ======       ======       ======          ====        ======
</TABLE>


                                                       -10-

<PAGE>


<TABLE>

              Condensed Consolidating Statements of Cash Flows (Unaudited)

                        Three Months Ended March 31, 1997

                                 (In thousands)
<CAPTION>

                                                                              Non-
                                                               Guarantor    guarantor
                                                      ASR    Subsidiaries Subsidiaries  Eliminations  Consolidated
                                                    -------- ------------ ------------  ------------  ------------

<S>                                                 <C>           <C>          <C>           <C>          <C>
Operating activities
Net cash (used in) provided by
     operating activities                           $(8,631)      $2,289       $  745        $   (5)      $(5,602)

Investing activities
Capital expenditures                                 (1,053)        (317)        (357)            -        (1,727)
Other                                                   (25)          (3)           -             -           (28)
Investment in subsidiaries                              500            -         (500)            -             -
Advances from (to) subsidiaries                       4,377            -            -        (4,377)            -
                                                    -------       ------       ------        ------       -------

     Net cash (used in) provided from
          investing activities                        3,799         (320)        (857)       (4,377)       (1,755)

Financing activities
Repayment of long-term obligations                     (154)         (68)           -             -          (222)
Proceeds from borrowings                              6,300            -          644             -         6,944
Advances from (to) subsidiaries                           -       (1,783)      (2,662)        4,445             -
                                                    -------       ------       ------        ------       -------

     Net cash provided from (used in)
          financing activities                        6,146       (1,851)      (2,018)        4,445         6,722

Net increase (decrease) in cash and cash
   equivalents                                        1,314          118       (2,130)           63          (635)
Cash and cash equivalents, beginning of
  period                                                201           12        1,766             -         1,979
                                                    -------       ------        -----        ------       -------
     Cash and cash equivalents, end of
        period                                      $ 1,515       $  130       $ (364)       $   63       $ 1,344
                                                    =======       ======       ======        ======       =======

</TABLE>


                                                       -11-

<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,
1997.


Three Months Ended March 31, 1998 Compared to Three Months Ended March 31, 1997

Net Sales.  Net sales for the three months  ended March 31, 1998 and 1997,  were
$66.5 million and $63.1 million,  respectively,  an increase of $3.4 million, or
5%.

Net sales of the Company's  shaving razors and blades for the three months ended
March 31, 1998,  totaled $23.5 million, a 14% decrease compared to net sales for
the three months ended March 31, 1997, of $27.4  million.  Net sales of domestic
branded and private brand shaving products  decreased 37% and 7%,  respectively,
due  primarily  to the  timing of orders  with  several of the  Company's  major
customers, delays in retailers' modifications in Plan- o-grams due to the launch
of a  new  product  by a  competitor,  heavy  promotional  activity  by  certain
competitors  and the timing of the Company's  own  promotional  activities.  Net
sales of international shaving products decreased 3% due primarily to the impact
of unfavorable exchange rates.

Net sales of bladed hand tools and blades for the three  months  ended March 31,
1998 and 1997, were $11.0 million and $9.9 million, respectively, an increase of
$1.1 million,  or 11%. This strong growth primarily  reflects increased sales of
the Company's  Personna(R),  Ardell(TM) and American Line(TM) brands of products
as a result of new  distribution  gains  and new  product  introductions  in the
Personna(R) line of products.

Net sales of industrial  and  specialty and medical  blades for the three months
ended March 31, 1998 and 1997, were $4.2 million and $3.9 million, respectively,
an increase of $0.3 million,  or 7%. Sales of industrial and specialty  products
increased 5% due  primarily  to  penetration  of new  markets.  Sales of medical
products  increased 10% due primarily to increased  distribution of products and
from new product offerings.

Net sales of cotton and foot care  products for the three months ended March 31,
1998 and 1997, were $22.6 million and $14.4 million,  respectively,  an increase
of $8.2 million or 57%. This increase  primarily  reflects sales  resulting from
the April 1997, acquisition of the Cotton Division of American White Cross, Inc.
("AWC") and sales growth  across most product  lines due  primarily to increased
distribution of products.

Net sales of the  Company's  custom bar soap products for the three months ended
March 31, 1998 and 1997,  were $5.2 million and $7.5  million,  respectively,  a
decrease of $2.3 million or 31%.  This  decrease  results  primarily  from lower
sales to certain of the Company's pharmaceutical/skin care customers whose sales
have been impacted by weakness in the Asian markets and from the timing of their
promotional activities.

Gross Profit.  Gross profit  decreased  $2.2 million to $19.5 million during the
three months ended March 31, 1998, from $21.7 million for the three months ended
March 31,  1997.  As a percentage  of net sales,  gross profit was 29.3% for the
three months  ended March 31,  1998,  and 34.4% for the three months ended March
31, 1997.  This decrease was due primarily to i) increased  sales of handles and
systems  which  generally  carry  lower  margins  and other mix  issues,  higher
depreciation  expense  related to capacity  expansion  projects and the negative
impact of unfavorable exchange rates in the blade operations,  ii) lower margins
in the newly  acquired AWC cotton  operations  due to increased  shipping  costs
relating to product mix issues,  increased  manufacturing  costs relating to the
start-up of two new cotton  manufacturing  facilities  and the  generally  lower
margins  associated with the acquired AWC business,  and iii) from the effect of
absorbing  manufacturing  overheads and depreciation  over a lower sales base in
the Company's soap operations.


                                                       -12-

<PAGE>



Operating and Other Expenses.  Selling, general and administrative expenses were
20.3% of net sales for the three months ended March 31, 1998,  compared to 22.1%
for the three months  ended March 31, 1997.  This  decrease  primarily  reflects
spreading these costs over an increased  sales base due to the AWC  acquisition.
Amortization of goodwill and other intangible assets was substantially unchanged
at $0.6  million for the three  months  ended March 31, 1998 and 1997.  Interest
expense was  substantially  unchanged at $3.0 million for the three months ended
March 31, 1998, and $2.9 million for the three months ended March 31, 1997.

The   restructuring   charge  of  $1.0  million  includes   estimated  costs  of
approximately  $0.2 million to close the Sparks,  Nevada cotton  operations  and
approximately  $0.8 million in severance and employee  benefit costs relating to
consolidation  of the  Company's  domestic  shaving  razor and blade and  cotton
products sales forces and other personnel changes.


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 $0.9  million for the three  months ended
March 31,  1998,  and net cash used in  operating  activities  amounted  to $5.6
million for the three months ended March 31, 1997.  The increase of $6.5 million
in net cash  provided by operating  activities  for the three month period ended
March 31, 1998, as compared to the three month period ended March 31, 1997,  was
due primarily to the  collection of trade  accounts  receivable and a deposit of
taxes paid in 1997  relating to the  Company's  audit of its tax returns for the
periods  1989-1994  offset  somewhat by an increase in  inventories  and prepaid
expenses.

At March 31,  1998,  the Company had  utilized  $20.6  million of its  revolving
credit  facility  and had  approximately  $29.4  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 engaged
Paine  Webber,  Inc. to explore  strategic  alternatives  which could  involve a
recapitalization,  merger or sale of the Company. Currently, the Company has not
entered into any agreement or commitments concerning any such alternative.


                                                       -13-

<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 March 31, 1998.


                                                       -14-

<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



May 6, 1998                                     By /s/William C. Weathersby
-----------                                        ------------------------
Date                                               William C. Weathersby
                                                   President




May 6, 1998                                      By /s/Thomas G. Kasvin
-----------                                         -----------------------
Date                                                Thomas G. Kasvin
                                                    Senior Vice President
                                                    Chief Financial Officer


                                                       -15-