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, 2001

                                    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)


240 Cedar Knolls Road, Suite 401, Cedar Knolls, New Jersey 07927
----------------------------------------------------------------
(Address of principal executive offices, including zip code)


(973) 753-3000
--------------
(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 May 2, 2001.

            Class                                  Outstanding at May 2, 2001
            -----                                  --------------------------

Common Stock, $.01 Par Value                                12,110,349



<PAGE>




                         AMERICAN SAFETY RAZOR COMPANY


                                     Index
                                     -----


                                                                   Page Number
                                                                   -----------
Part I.     Financial Information

   Item 1.  Financial Statements

            Condensed Consolidated Balance Sheets
            March 31, 2001 (Unaudited) and December 31, 2000                 1

            Condensed Consolidated Statements of Operations (Unaudited)
            Three months ended March 31, 2001 and March 31, 2000             3

            Condensed Consolidated Statements of Comprehensive Income
            (Unaudited)
            Three months ended March 31, 2001 and March 31, 2000             4

            Condensed Consolidated Statements of Cash Flows (Unaudited)
            Three months ended March 31, 2001 and March 31, 2000             5

            Notes to Condensed Consolidated Financial Statements
           (Unaudited)                                                       6

   Item 2.  Management's Discussion and Analysis of Financial
            Condition and Results of Operations                             17

   Item 3.  Quantitative and Qualitative Disclosures About Market Risk      20


Part II.    Other Information

   Item 1.  Legal Proceedings                                               20

   Item 6.  Exhibits and Reports on Form 8-K                                20

Signatures                                                                  21



<PAGE>






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


<TABLE>
<CAPTION>


                                                   March 31,              December 29,
                                                     2001                   2000
                                                  -----------             ------------
                                                  (Unaudited)

ASSETS
<S>                                                    <C>                   <C>
Current assets:
    Cash and cash equivalents                        $  2,062                $  2,142
    Accounts receivable, net                           52,046                  51,697
    Inventories                                        59,743                  61,628
    Deferred income taxes                               4,672                   5,394
    Prepaid expenses                                    2,926                     970
                                                     --------                --------

        Total current assets                          121,449                 121,831

Property and equipment, net                            91,377                  91,814

Intangible assets, net:
    Goodwill, trademarks and patents                  155,744                 156,814
    Other                                               5,227                   5,292
                                                     --------                --------
                                                      160,971                 162,106

Prepaid pension cost and other                         14,227                  13,835
                                                     --------                --------




Total assets                                         $388,024                $389,586
                                                     ========                ========
</TABLE>



















See accompanying notes.

                                       -1-

<PAGE>





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


<TABLE>
<CAPTION>


                                                                                March 31,              December 29,
                                                                                  2001                   2000
                                                                               -----------            -------------
                                                                               (Unaudited)

LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                                                              <C>                      <C>
Current liabilities:
    Accounts payable                                                             $ 15,862                 $ 15,217
    Accrued expenses and other                                                     10,050                   12,281
    Payroll and related liabilities                                                 5,144                    4,673
    Accrued interest                                                                1,603                    3,342
    Income taxes payable                                                            3,133                    2,931
    Current maturities of long-term obligations                                    13,155                   11,925
                                                                                 --------                 --------

        Total current liabilities                                                  48,947                   50,369

Long-term obligations                                                             179,988                  179,098
Retiree benefits and other                                                         27,153                   26,916
Pension and other liabilities                                                       1,112                    1,188
Deferred income taxes                                                              17,726                   18,155
                                                                                 --------                 --------

Total liabilities                                                                 274,926                  275,726
                                                                                 --------                 --------

Stockholders' equity:
    Common stock, $.01 par value, 25,000,000
        shares authorized; 12,110,349 shares issued and
        outstanding at March 31, 2001 and December 29, 2000                           121                      121
    Additional paid-in capital                                                    172,843                  172,843
    Advances to RSA Holdings Corporation, net                                     (52,049)                 (52,061)
    Accumulated deficit                                                            (6,383)                  (6,466)
    Accumulated other comprehensive loss                                           (1,434)                    (577)
                                                                                 --------                 --------
                                                                                  113,098                  113,860
                                                                                 --------                 --------

Total liabilities and stockholders' equity                                       $388,024                 $389,586
                                                                                 ========                 ========

</TABLE>












See accompanying notes.

                                       -2-

<PAGE>





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

<TABLE>
<CAPTION>


                                                                  Three Months Ended
                                                                       March 31,
                                                                 2001            2000
                                                                -------        -------


<S>                                                             <C>            <C>
Net sales                                                       $77,663        $76,540
Cost of sales                                                    55,234         52,103
                                                                -------        -------

    Gross profit                                                 22,429         24,437

Selling, general and administrative expenses                     15,984         18,729
Amortization of intangible assets                                 1,099          1,188
                                                                -------        -------

    Operating income                                              5,346          4,520

Interest expense                                                  5,169          4,714
                                                                -------        -------

    Income (loss) before income taxes                               177           (194)

Income taxes (benefit)                                               94            (91)
                                                                -------        -------

Net income (loss)                                               $    83        $  (103)
                                                                =======        =======

Basic earnings per share:
    Net income (loss)                                             $0.01         $(0.01)
                                                                  =====         ======

    Weighted average number of shares outstanding                12,110         12,110
                                                                 ======         ======

Diluted earnings per share:
    Net income (loss)                                             $0.01         $(0.01)
                                                                  =====         ======

    Weighted average number of shares outstanding                12,110         12,110
                                                                 ======         ======
</TABLE>










See accompanying notes.


                                       -3-

<PAGE>





                          AMERICAN SAFETY RAZOR COMPANY
      CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
                                 (In thousands)

                                                     Three Months Ended
                                                          March 31,
                                                     2001            2000
                                                   -------         -------


Net income (loss)                                  $   83           $(103)
Other comprehensive loss:
   Foreign currency translation adjustments          (857)           (308)
                                                   ------          ------
Comprehensive loss                                  $(774)          $(411)
                                                    =====           =====





































See accompanying notes.


                                       -4-

<PAGE>





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


                                                                                            Three Months Ended
                                                                                                 March 31,
                                                                                           2001            2000
                                                                                         --------        --------

<S>                                                                                      <C>              <C>
Operating activities
Net income (loss)                                                                        $    83          $ (103)
Adjustments to reconcile net income (loss) to net cash provided by (used in)
    operating activities:
        Depreciation and amortization                                                      4,858           4,451
        Interest and financing costs                                                         367             361
        Retiree benefits and other                                                        (1,088)           (629)
        Deferred income taxes                                                                293            (278)
        Changes in operating assets and liabilities:
             Accounts receivables                                                           (349)          1,627
             Inventories                                                                   1,885          (3,386)
             Prepaid expenses                                                             (1,956)           (105)
             Accounts payable                                                                645           1,451
             Accrued and other expenses                                                   (3,297)         (4,146)
                                                                                         -------          ------

Net cash provided by (used in) operating activities                                        1,441            (757)

Investing activities
Capital expenditures                                                                      (3,322)         (3,080)
Other, net                                                                                   (15)              -
                                                                                         -------          ------

Net cash used in investing activities                                                     (3,337)         (3,080)

Financing activities
Repayment of long-term obligations                                                       (11,645)         (2,475)
Proceeds from borrowings                                                                  13,750               -
Deferred loan fees                                                                          (301)              -
Advances to parent, net                                                                       12               -
                                                                                         -------          ------

Net cash provided from (used in) financing activities                                      1,816          (2,475)
                                                                                         -------          ------

Net decrease in cash and cash equivalents                                                    (80)         (6,312)
Cash and cash equivalents, beginning of period                                             2,142          12,500
                                                                                         -------          ------

Cash and cash equivalents, end of period                                                 $ 2,062          $6,188
                                                                                         =======          ======

</TABLE>




See accompanying notes.

                                       -5-

<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 normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three month period ended March 31,
2001, are not necessarily indicative of the results that may be expected for the
year ended December 29, 2001.

The balance sheet at December 29, 2000 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.

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 29, 2000.

Effective December 30, 2000, the Company changed its fiscal year from a 52-53
week fiscal year ending on the Friday closest to December 31 to a 52-53 week
fiscal year ending on the Saturday closest to December 31. The change in fiscal
year did not have a material effect on the Company's financial position, results
of operations or cash flows for the three months ended March 31, 2001.

Certain prior period amounts have been reclassified to conform with the 2001
presentation.


NOTE B - INVENTORIES

Inventories consisted of:

                                 March 31, 2001       December 29, 2000
                                 --------------       -----------------
                                               (In thousands)

Raw materials                           $27,525                 $29,240
Work-in-process                           5,302                   5,110
Finished goods                           22,309                  22,810
Operating supplies                        4,607                   4,468
                                       --------                --------
                                        $59,743                 $61,628
                                        =======                 =======


NOTE C - LONG TERM OBLIGATIONS

On March 28, 2001, the Company amended its Credit Agreement which, among other
things, modified the financial ratio requirements relating to the leverage,
fixed charges and interest coverage ratios. These financial ratio requirements
were modified to allow the Company to meet certain of the financial ratio
requirements. In addition, the Company's principal stockholder has guaranteed
$5.0 million of borrowings under the Company's existing revolving credit
facility. On March 28, 2001, the Company entered into an additional revolving
credit facility of $5.0 million which has been guaranteed by the principal
stockholder.

At March 31, 2001, the Company had approximately $9.3 million available for
future borrowings under its revolving credit facilities.


                                       -6-

<PAGE>




NOTE D - NEW ACCOUNTING STANDARDS

In June 1998, the Financial Accounting Standards Board (the "FASB") issued
Statement of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("FAS 133"). FAS 133 establishes standards
for accounting and disclosure of derivative instruments and requires the Company
to recognize all derivatives on the balance sheet at fair value. This new
standard, as amended by FAS 137 and FAS 138 was adopted by the Company on
December 30, 2000. The Company's use of derivative instruments is limited to
interest rate cap and swap agreements and foreign currency option and forward
contracts.

The Company has entered into an interest rate cap agreement and an interest rate
swap agreement with a bank, which expire in October 2001, covering $56.3 million
of its variable rate debt outstanding to manage its interest rate risk. The
Company has also entered into foreign currency option and forward contracts,
which expire in monthly amounts through August 2001, to manage its risk of
foreign currency fluctuations. These derivatives are not designated as hedges.
At December 30, 2000, the fair market value of the interest rate cap and swap
agreements was an asset of approximately $6,000 and the fair market value of the
foreign currency option contracts was a liability of approximately $302,000. At
December 30, 2000, there were no foreign currency forward contracts outstanding.

For the three months ended March 31, 2001, the Company recognized a net loss of
approximately $145,000 related to the interest rate swap agreement which is
included in interest expense in the consolidated statement of operations. For
the three months ended March 31, 2001, the Company recognized a net gain of
approximately $255,000 related to the foreign currency option and forward
contracts which is included in selling, general and administrative expenses in
the consolidated statement of operations.

In May 2000, the Emerging Issues Task Force ("EITF") issued EITF No. 00-14,
"Accounting for Certain Sales Incentives". EITF No. 00-14 addresses the
recognition, measurement, and income statement classification of various sales
incentives including discounts, coupons, rebates, and free products or services.
EITF No. 00-14 requires a vendor to recognize discounts, coupons and rebate
obligations as a reduction of revenue. The Company has historically followed the
practice of recording the cost of discounts, coupons and rebates as a selling
expense. The Company is required to adopt EITF No. 00-14 in the first quarter of
2002. At the time of adoption, the Company will reclassify prior quarters and
prior year financial statements to conform to the new income statement
classification. As the Company believes its current accounting practices
relative to the timing and method of recognizing such costs is consistent with
the consensus it is not expected that the adoption of the consensus will have
any impact on the Company's financial position or results of operations. The
Company is in the process of determining the amounts to be reclassified.

In January 2001, the EITF reached a consensus on one of the issues currently
under consideration within EITF Issue No. 00-22, "Accounting for Points and
Certain Other Time-Based or Volume-Based Sales Incentive Offers, and Offers for
Free Products or Services to be Delivered in the Future". This consensus
requires a vendor to recognize a rebate or refund obligation as a reduction of
revenue based on a systematic and rational allocation of the costs of honoring
rebates or refunds earned. The Company has historically followed the practice of
recording the cost of such items as a selling expense. The Company adopted the
consensus in the first quarter of 2001 relating to volume rebates and recorded
approximately $608,000 of volume rebates as a reduction of revenue. The
consolidated statement of operations for the three months ended March 31, 2000
was reclassified to conform to the new classification which resulted in volume
rebates of approximately $669,000 being reflected as a reduction of revenue. As
the Company's current accounting practices relative to the timing and method of
recognizing such costs is consistent with the consensus, the adoption of the
consensus did not have any impact on the Company's financial position or results
of operations.



                                       -7-

<PAGE>



NOTE E - SEGMENT INFORMATION

<TABLE>
<CAPTION>

                                                             Three Months Ended             Three Months Ended
                                                                March 31, 2001                March 31, 2000
                                                          -------------------------      ------------------------
                                                             Net         Operating          Net        Operating
                                                            Sales      Income (Loss)       Sales     Income (Loss)
                                                          ---------    -------------     ---------   -------------
                                                                                    (In Thousands)

<S>                                                         <C>              <C>           <C>             <C>
Razors and Blades                                           $50,369          $5,300        $50,157         $4,584
Cotton and Foot Care                                         21,085              70         19,895             55
Custom Bar Soap                                               6,209             (24)         6,488           (119)
                                                            -------          ------        -------         ------
                                                            $77,663           5,346        $76,540          4,520
                                                            =======                        =======
Interest expense                                                              5,169                         4,714
                                                                             ------                        ------
Income (loss) before income taxes                                            $  177                        $ (194)
                                                                             ======                        ======
</TABLE>

                                                            Total
                                                            Assets
                                                           -------
                                                             March
                                                           31, 2001
                                                           --------

Razors and Blades                                          $305,759
Cotton and Foot Care                                         52,912
Custom Bar Soap                                              29,353
                                                           --------
                                                           $388,024
                                                           ========


NOTE F - CONTINGENCIES

During 1998, the Company purchased bleached cotton from an outside supplier for
use in its pharmaceutical coil business. The Company converted this cotton from
incoming bales into a coil, which was shipped to its pharmaceutical customers to
be used as filler in bottles of oral dosage forms of pharmaceutical products to
prevent breakage. During the period from March through November of 1998, the
process by which the Company's supplier bleached this cotton was changed by
introducing an expanded hydrogen peroxide treatment. Subsequent testing
indicated varying levels of residual hydrogen peroxide in the cotton processed
during this time period and the supplier in November 1998 reduced the levels of
residual hydrogen peroxide in its bleaching process. The Company, to date, has
received complaints from a number of customers alleging defects in the cotton
supplied them during the period and asserting these defects may have led to
changes in their products pharmaceutical appearance, and with respect to a
limited number of products, potency. No lawsuits have been filed by any of these
customers. The Company has received written notice of claims for damages in the
aggregate amount of approximately $117.0 million. In addition, $113.0 million of
this amount is for alleged lost profits from two customers, which lost profits
have not been substantiated. It is possible that additional damage claims might
be forthcoming. On March 2, 1999, at the request of the Food and Drug
Administration, the Company notified all (numbering approximately 85) of its
pharmaceutical cotton coil customers that it was withdrawing from the market
those lots of cotton coil which may contain elevated levels of hydrogen
peroxide.

The Company has notified its supplier that, in the Company's view, the supplier
is primarily responsible for damages, if any, that may arise out of this matter.
At this time, the Company's supplier has agreed to be responsible for the cost
of fiber, bleaching and freight of returned product, but has not agreed to be
responsible for any other damages and has expressed an intention to assert
defenses to the Company's claims. The Company's insurance carriers have been
timely notified of the existence of the claim and have agreed to provide defense
in a reservation of rights letter, but are continuing to evaluate whether
coverage would apply to all aspects of the claims. The Company is advised by
outside counsel that it has strong legal arguments that the aggregate amount of
insurance available for these claims would be sufficient to cover the magnitude
of the claims currently expressed.

The Company also has been advised by its outside counsel that it has a number of
valid defenses to potential customer claims as well as a third party claim
against its supplier for damages, if any, incurred by the Company. However,
management cannot at this time make a meaningful estimate of the amount or range
of loss that could

                                       -8-

<PAGE>



result from an unfavorable outcome relating to this overall issue, and
accordingly, there can be no assurance that the Company's exposure from this
matter might not potentially exceed the combination of its insurance coverages
and recourse to its supplier. It is therefore possible that the Company's
results of operations or cash flows in a particular quarterly or annual period
or its financial position could be significantly or adversely affected by an
ultimate unfavorable outcome of this matter.


NOTE G - SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION

The Company's $69.3 million of 9 7/8% 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 condensed
consolidating financial statements as of March 31, 2001 and December 31, 2000,
and for the three months ended March 31, 2001 and 2000, of American Safety Razor
Company - the parent company, the guarantor subsidiaries (on a combined basis),
the non- guarantor subsidiaries (on a combined basis), and elimination entries
necessary to combine such entities on a consolidated basis. 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 9 7/8% Series B Senior Notes.

                                       -9-

<PAGE>



               Condensed Consolidating Balance Sheets (Unaudited)

                                 March 31, 2001
<TABLE>
<CAPTION>


                                                                                             Non-
                                                                              Guarantor    guarantor
                                                                    ASR    Subsidiaries Subsidiaries  Eliminations  Consolidated
                                                                  -------- ------------ ------------  ------------  ------------
                                                                                       (In thousands)
<S>                                                               <C>           <C>          <C>         <C>            <C>
Assets
Current assets:
   Cash and cash equivalents                                      $    220      $   426      $ 1,416     $       -      $  2,062
   Accounts receivable, net                                         25,056        9,317       18,004          (331)       52,046
   Advances receivable--subsidiaries                                62,765            -            -       (62,765)            -
   Inventories                                                      33,142       14,098       13,309          (806)       59,743
   Income taxes and prepaid expenses                                 4,611        1,880        1,107             -         7,598
                                                                  --------      ------       ------      ---------      -------

     Total current assets                                          125,794       25,721       33,836       (63,902)      121,449

Property and equipment, net                                         60,937       23,606        6,834             -        91,377
Intangible assets, net                                             134,043       21,995        4,933             -       160,971
Prepaid pension cost and other                                       4,784        9,422           21             -        14,227
Investment in subsidiaries                                          32,968            -        4,643       (37,611)            -
                                                                  --------      -------      -------     ---------      --------

     Total assets                                                 $358,526      $80,744      $50,267     $(101,513)     $388,024
                                                                  ========      =======      =======     =========      ========

Liabilities and stockholder's equity Current liabilities:
   Accounts payable, accrued expenses
     and other                                                    $ 22,123      $ 7,583      $ 6,088     $      (2)     $ 35,792
   Advances payable--subsidiaries                                        -       47,733       16,167       (63,900)            -
   Current maturities of long-term obligations                      13,105           50            -             -        13,155
                                                                  --------      -------      -------     ---------      --------

     Total current liabilities                                      35,228       55,366       22,255       (63,902)       48,947

Long-term obligations                                              179,881          107            -             -       179,988
Retiree benefits and other                                          17,668       10,597            -             -        28,265
Deferred income taxes                                               12,333        4,855          538             -        17,726
                                                                  --------      -------      -------     ---------      --------

     Total liabilities                                             245,110       70,925       22,793       (63,902)      274,926
                                                                  --------      -------      -------     ---------      --------

Stockholder's equity
   Common stock                                                        121            -            2            (2)          121
   Additional paid-in capital                                      172,843       12,948       23,736       (36,684)      172,843
   Advances to RSA Holdings Corporation, net                       (52,049)           -            -             -       (52,049)
   (Accumulated deficit) retained earnings                          (6,367)      (3,129)       5,472        (2,359)       (6,383)
   Dividends                                                           302            -         (302)            -             -
   Accumulated other comprehensive loss                             (1,434)           -       (1,434)        1,434        (1,434)
                                                                  --------      -------      -------     ---------      --------
                                                                   113,416        9,819       27,474       (37,611)      113,098
                                                                  --------      -------      -------     ---------      --------
   Total liabilities and stockholder's equity                     $358,526      $80,744      $50,267     $(101,513)     $388,024
                                                                  ========      =======      =======     =========      ========

</TABLE>

                                      -10-

<PAGE>



                     Condensed Consolidating Balance Sheets

                                December 29, 2000
<TABLE>
<CAPTION>


                                                                                             Non-
                                                                              Guarantor    guarantor
                                                                     ASR    Subsidiaries Subsidiaries  Eliminations  Consolidated
                                                                  --------  ------------ ------------  ------------  ------------
                                                                                        (In thousands)
<S>                                                               <C>           <C>          <C>         <C>            <C>
Assets
Current assets:
   Cash and cash equivalents                                      $     97      $   191      $ 1,854     $       -      $  2,142
   Accounts receivable, net                                         22,304       11,393       18,331          (331)       51,697
   Advances receivable--subsidiaries                                66,995            -            -       (66,995)            -
   Inventories                                                      31,915       15,679       14,979          (945)       61,628
   Income taxes and prepaid expenses                                 3,788        2,278          298             -         6,364
                                                                  --------      -------      -------     ---------      --------

     Total current assets                                          125,099       29,541       35,462       (68,271)      121,831

Property and equipment, net                                         60,767       23,993        7,054             -        91,814
Intangible assets, net                                             134,978       22,161        4,967             -       162,106
Prepaid pension cost and other                                       4,533        9,281           21             -        13,835
Investment in subsidiaries                                          33,687            -        5,297       (38,984)            -
                                                                  --------      -------      -------     ---------      --------
     Total assets                                                 $359,064      $84,976      $52,801     $(107,255)     $389,586
                                                                  ========      =======      =======     =========      ========

Liabilities and stockholder's equity Current liabilities:
   Accounts payable, accrued expenses
     and other                                                    $ 23,731     $  8,300      $ 6,413     $       -      $ 38,444
   Advances payable--subsidiaries                                        -       50,472       17,799       (68,271)            -
   Current maturities of long-term obligations                      11,875           50            -             -        11,925
                                                                  --------      -------      -------     ---------      --------

     Total current liabilities                                      35,606       58,822       24,212       (68,271)       50,369

Long-term obligations                                              178,979          119            -             -       179,098
Retiree benefits and other                                          17,495       10,609            -             -        28,104
Deferred income taxes                                               12,820        4,792          543             -        18,155
                                                                  --------      -------      -------     ---------      --------

     Total liabilities                                             244,900       74,342       24,755       (68,271)      275,726
                                                                  --------      -------      -------     ---------      --------

Stockholder's equity
   Common stock                                                        121            -            2            (2)          121
   Additional paid-in capital                                      172,843       12,948       23,736       (36,684)      172,843
   Advances to RSA Holdings Corporation, net                       (52,061)           -            -             -       (52,061)
   (Accumulated deficit) retained earnings                          (6,464)      (2,314)       5,187        (2,875)       (6,466)
   Dividends                                                           302            -         (302)            -             -
   Accumulated other comprehensive loss                               (577)           -         (577)          577          (577)
                                                                  --------      -------      -------     ---------      --------
                                                                   114,164       10,634       28,046       (38,984)      113,860
                                                                  --------      -------      -------     ---------      --------
     Total liabilities and stockholder's equity                   $359,064      $84,976      $52,801     $(107,255)     $389,586
                                                                  ========      =======      =======     =========      ========
</TABLE>


                                      -11-

<PAGE>




          Condensed Consolidating Statements of Operations (Unaudited)

                        Three Months Ended March 31, 2001

<TABLE>
<CAPTION>

                                                                              Non-
                                                               Guarantor    guarantor
                                                      ASR    Subsidiaries Subsidiaries  Eliminations  Consolidated
                                                    -------  ------------ ------------  ------------  ------------
                                                                         (In thousands)

<S>                                                 <C>          <C>          <C>           <C>           <C>
Net sales                                           $38,448      $27,447      $19,560       $(7,792)      $77,663
Cost of sales                                        23,721       24,091       15,214        (7,792)       55,234
                                                    -------      -------      -------       -------       -------

Gross profit                                         14,727        3,356        4,346             -        22,429

Selling, general and
     administrative expenses                          9,516        3,143        3,325             -        15,984
Amortization of intangible assets                       899          166           34             -         1,099
                                                    -------      -------      -------       -------       -------

Operating income                                      4,312           47          987             -         5,346

Other income (expense):
     Equity in earnings (losses) of affiliates          138            -         (654)          516             -
     Interest expense                                (4,546)      (1,250)         627             -        (5,169)
                                                    -------      -------      -------       -------       -------

(Loss) income before income taxes                       (96)      (1,203)         960           516           177
Income taxes (benefit)                                 (193)        (388)         675             -            94
                                                    -------      -------      -------       -------       -------

Net income (loss)                                   $    97      $  (815)     $   285       $   516       $    83
                                                    =======      =======      =======       =======       =======
</TABLE>

                                      -12-

<PAGE>




          Condensed Consolidating Statements of Operations (Unaudited)

                        Three Months Ended March 31, 2000

<TABLE>
<CAPTION>

                                                                              Non-
                                                               Guarantor    guarantor
                                                      ASR    Subsidiaries Subsidiaries  Eliminations  Consolidated
                                                    -------  ------------ ------------  ------------  ------------
                                                                         (In thousands)

<S>                                                 <C>          <C>          <C>           <C>           <C>
Net sales                                           $40,311      $26,634      $15,925       $(6,330)      $76,540
Cost of sales                                        23,582       23,045       11,806        (6,330)       52,103
                                                    -------      -------      -------       -------       -------

Gross profit                                         16,729        3,589        4,119             -        24,437

Selling, general and
     administrative expenses                         12,531        3,403        2,795             -        18,729
Amortization of intangible assets                       898          250           40             -         1,188
                                                    -------      -------      -------       -------       -------

Operating income (loss)                               3,300          (64)       1,284             -         4,520

Other income (expense):
     Equity in earnings (losses) of affiliates          402            -         (520)          118             -
     Interest expense                                (4,150)      (1,090)         526             -        (4,714)
                                                    -------      -------      -------       -------       -------
(Loss) income before income taxes                      (448)      (1,154)       1,290           118          (194)
Income taxes (benefit)                                 (345)        (419)         673             -           (91)
                                                    -------      -------      -------       -------       -------

Net (loss) income                                    $ (103)     $  (735)     $   617       $   118       $  (103)
                                                     ======      ===--==      =======       =======       =======
</TABLE>

                                      -13-

<PAGE>



     Condensed Consolidating Statements of Comprehensive Income (Unaudited)

                        Three Months Ended March 31, 2001

<TABLE>
<CAPTION>

                                                                              Non-
                                                               Guarantor    guarantor
                                                       ASR    Subsidiaries Subsidiaries  Eliminations  Consolidated
                                                     ------   ------------ ------------  ------------  ------------
                                                                         (In thousands)

<S>                                                   <C>          <C>          <C>          <C>            <C>
Net income (loss)                                     $  97        $(815)       $ 285        $  516         $  83
Other comprehensive loss:
   Foreign currency translation adjustments            (857)           -         (857)          857          (857)
                                                      -----        -----        -----        ------         -----
Comprehensive income (loss)                           $(760)       $(815)       $(572)       $1,373         $(774)
                                                      =====        =====        =====        ======         =====

</TABLE>





     Condensed Consolidating Statements of Comprehensive Income (Unaudited)

                        Three Months Ended March 31, 2000

<TABLE>
<CAPTION>


                                                                               Non-
                                                                Guarantor    guarantor
                                                       ASR    Subsidiaries Subsidiaries  Eliminations  Consolidated
                                                      -----    ----------- ------------  ------------  ------------
                                                                         (In thousands)

<S>                                                   <C>          <C>           <C>            <C>         <C>
Net (loss) income                                     $(103)       $(735)        $617           $118        $(103)
Other comprehensive loss:
   Foreign currency translation adjustments            (308)           -         (308)           308         (308)
                                                      -----        -----         ----           ----        -----
Comprehensive (loss) income                           $(411)       $(735)        $309           $426        $(411)
                                                      =====        =====         ====           ====        =====

</TABLE>







                                      -14-

<PAGE>



          Condensed Consolidating Statements of Cash Flows (Unaudited)

                        Three Months Ended March 31, 2001


<TABLE>
<CAPTION>


                                                                              Non-
                                                               Guarantor    guarantor
                                                      ASR    Subsidiaries Subsidiaries  Eliminations  Consolidated
                                                    -------  ------------ ------------  ------------  ------------
                                                                         (In thousands)

<S>                                                 <C>           <C>          <C>           <C>          <C>
Operating activities
Net cash (used in) provided by
     operating activities                           $(3,350)      $3,462       $1,470        $ (141)      $ 1,441

Investing activities
Capital expenditures                                 (2,585)        (461)        (276)            -        (3,322)
Other                                                   (15)           -            -             -           (15)
Advances from (to) subsidiaries                       4,230            -            -        (4,230)            -
                                                    -------       ------       ------        ------       -------

Net cash provided by (used in)
     investing activities                             1,630         (461)        (276)       (4,230)       (3,337)

Financing activities
Repayment of long-term obligations                  (11,618)         (27)           -             -       (11,645)
Proceeds from borrowings                             13,750            -            -             -        13,750
Deferred loan fees                                     (301)           -            -             -          (301)
Advances from (to) subsidiaries                           -       (2,739)      (1,632)        4,371             -
Advances to parent                                       12            -            -             -            12
                                                    -------       ------       ------        ------       -------

Net cash provided by (used in)
     financing activities                             1,843       (2,766)      (1,632)        4,371         1,816

Net increase (decrease) in cash and cash
   equivalents                                          123          235         (438)            -           (80)
Cash and cash equivalents, beginning of
   period                                                97          191        1,854             -         2,142
                                                     ------       ------       ------        ------       -------
Cash and cash equivalents, end of
   period                                            $  220       $  426       $1,416        $    -       $ 2,062
                                                     ======       ======       ======        ======       =======

</TABLE>

                                      -15-

<PAGE>



          Condensed Consolidating Statements of Cash Flows (Unaudited)

                        Three Months Ended March 31, 2000
<TABLE>
<CAPTION>


                                                                              Non-
                                                               Guarantor    guarantor
                                                      ASR    Subsidiaries Subsidiaries  Eliminations  Consolidated
                                                     ------  ------------ ------------  ------------  ------------
                                                                         (In thousands)

<S>                                                  <C>          <C>         <C>              <C>         <C>
Operating activities
Net cash provided by (used in)
     operating activities                            $1,274       $ (436)     $(1,526)         $(69)       $ (757)

Investing activities
Capital expenditures                                 (2,526)        (407)        (147)            -        (3,080)
Advances from (to) subsidiaries                        (951)           -            -           951             -
                                                     ------       ------      -------          ----        ------

Net cash used in investing activities                (3,477)        (407)        (147)          951        (3,080)

Financing activities
Repayment of long-term obligations                   (1,586)         (59)        (830)            -        (2,475)
Advances from (to) subsidiaries                           -        1,130         (230)         (900)            -
                                                     ------       ------      -------          ----        ------

Net cash (used in) provided by
     financing activities                            (1,586)       1,071       (1,060)         (900)       (2,475)

Net (decrease) increase in cash and cash
   equivalents                                       (3,789)         228       (2,733)          (18)       (6,312)
Cash and cash equivalents, beginning of
   period                                             6,221        1,180        5,081            18        12,500
                                                     ------       ------      -------          ----        ------
Cash and cash equivalents, end of
   period                                            $2,432       $1,408      $ 2,348          $  -        $6,188
                                                     ======       ======      =======          ====        ======

</TABLE>
                                      -16-

<PAGE>




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

General

The following discussion and analysis of financial condition and results of
operations is based upon and should be read in conjunction with the consolidated
financial statements of the Company and notes thereto included in this Report
and the Registrant's Annual Report on Form 10-K for the year ended December 29,
2000.


Forward-Looking Statements

Management's discussion and analysis of financial condition and results of
operations and other sections of this Report contain "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. We intend for the
forward-looking statements to be covered by the safe harbor provisions for
forward-looking statements in these sections. All statements regarding the
Company's expected financial position, business and financing plans are
forward-looking statements. Such forward- looking statements are identified by
use of forward-looking words such as "anticipates," "believes," "plans,"
"estimates," "expects," and "intends" or words or phrases of similar expression.
These forward-looking statements are subject to various assumptions, risks and
uncertainties, including but not limited to, changes in political and economic
conditions, demand for the Company's products, acceptance of new products,
technology developments affecting the Company's products and to those discussed
in the Company's filings with the Securities and Exchange Commission.
Accordingly, actual results could differ materially from those contemplated by
the forward-looking statements.


Three Months Ended March 31, 2001 Compared to Three Months Ended March 31, 2000

Net Sales. Net sales for the three months ended March 31, 2001 and 2000, were
$77.7 million and $76.5 million, respectively, an increase of $1.2 million, or
1.5%.

Razors and Blades. Net sales of our razors and blades segment for the three
months ended March 31, 2001 and 2000, were $50.4 million and $50.1 million,
respectively, an increase of $0.3 million or 0.4%.

Net sales of shaving razors and blades for the three months ended March 31, 2001
and 2000, were $35.2 million and $34.2 million, respectively, an increase of
$1.0 million, or 2.8%. Net sales of domestic value branded shaving products
increased 2.0%, primarily reflecting sales gains relating to the premium rubber
grip and long handle disposable razors which was somewhat offset by reduced
sales volume to certain customers due primarily to the timing of promotional
programs. Net sales of domestic private label shaving products decreased 16.3%
primarily reflecting a decline in promotional programs by a key customer. Net
sales of shaving products in international markets increased 14.1% (net of a 6%
negative impact of unfavorable exchange rates) reflecting stronger sales in most
of the Company's markets. The increase results primarily from increased sales of
the Tri-Flexxx(TM), long handle and welter weight disposable shaving products
and from increased sales penetration in existing and new markets.

Net sales of blades and bladed hand tools for the three months ended March 31,
2001 and 2000, were $11.1 million and $12.0 million, respectively, a decrease of
$0.9 million, or 8.1%. The decrease primarily reflects demand softness and
inventory reductions experienced in certain markets.

Net sales of specialty industrial and medical blades for the three months ended
March 31, 2001 and 2000, were $4.1 million and $3.9 million, respectively, an
increase of $0.2 million, or 5.8%. Sales of specialty industrial products
decreased 5.0%, as a result of reduced usage in certain markets. Sales of
medical products increased 14.9% reflecting distribution gains.

Cotton and Foot Care. Net sales of cotton and foot care products for the three
months ended March 31, 2001 and 2000, were $21.1 million and $19.9 million,
respectively, an increase of $1.2 million or 6.0%. The increase results
primarily from an increase in promotional programs by a key customer which was
somewhat offset by reduced sales

                                      -17-

<PAGE>



volume resulting from redesign of products by certain medical cotton customers.

Custom Bar Soap. Net sales of the Company's custom bar soap products for the
three months ended March 31, 2001 and 2000, were $6.2 million and $6.5 million,
respectively, a decrease of $0.3 million or 4.3%. The decrease results primarily
from decreased sales volume to several pharmaceutical/skin care customers
including repackaging of products for one customer, which was somewhat offset by
increased sales volume to several skin care/specialty customers.

Gross Profit. Gross profit decreased $2.0 million to $22.4 million during the
three months ended March 31, 2001, from $24.4 million for the three months ended
March 31, 2000. As a percentage of net sales, gross profit was 28.9% for the
three months ended March 31, 2001, and 31.9% for the three months ended March
31, 2000. Blade margins declined due primarily to changes in product mix, higher
manufacturing overheads, higher depreciation expense related to capacity
expansion projects and from the negative impact of unfavorable exchange rates.
Cotton margins declined due primarily to changes in product mix and higher
shipping costs which were somewhat offset by labor efficiencies and lower
material costs.

Operating and Other Expenses. Selling, general and administrative expenses were
20.6% of net sales for the three months ended March 31, 2001, compared to 24.5%
for the three months ended March 31, 2000. The decrease primarily reflects a
decrease in promotional spending for our shaving blade and cotton products and a
decrease in legal expenses. Amortization of intangible assets was substantially
unchanged at $1.1 million for the three months ended March 31, 2001 and $1.2
million for the three months ended March 31, 2000. Interest expense increased
$0.5 million to $5.2 million for the three months ended March 31, 2001, from
$4.7 million for the three months ended March 31, 2000, due primarily from
additional borrowings under the Company's revolving credit facilities and
additional interest expense relating to the interest rate swap agreement which
were somewhat offset by a decrease in interest rates and lower debt outstanding
under the Company's term loans.

The Company's effective income tax rate was 53.1% for the three months ended
March 31, 2001, versus 46.9% for the three months ended March 31, 2000, and
varies from the United States statutory rate due primarily to nondeductible
goodwill amortization and state income taxes, net of the federal tax benefit.


Liquidity and Capital Resources

The Company's primary sources of liquidity are cash flow from operations and
borrowings under its revolving credit facilities. Net cash provided by operating
activities amounted to $1.4 million for the three months ended March 31, 2001
and net cash used in operating activities amounted to $0.8 million for the three
months ended March 31, 2000. Net cash provided by operating activities for the
three months ended March 31, 2001 primarily reflects an increase in net income
and changes in working capital accounts, primarily inventories, prepaid expenses
and accrued expenses and other. Net cash used in investing activities related to
capital expenditures of $3.3 million for the three months ended March 31, 2001.
Net cash provided from financing activities resulted primarily from net
borrowings of $2.1 million for the three months ended March 31, 2001.

At March 31, 2001, the Company had approximately $9.3 million available for
future borrowings under its revolving credit facilities.

Management believes that the Company's cash on hand, anticipated funds from
operations, and the amounts available to the Company under its revolving credit
facilities will be sufficient to cover its working capital needs, capital
expenditures, debt service requirements and tax obligations for at least the
next 12 months.

The Company's ability to fund operations, make capital expenditures and make
scheduled principal and interest payments or to refinance the Company's
indebtedness will depend upon future financial and operating performance, which
will be affected by prevailing economic conditions and financial, business and
other factors, some of which are beyond the Company's control.



                                      -18-

<PAGE>



Market Risk

The Company is exposed to various market risk factors such as fluctuating
interest rates and changes in foreign currency rates. These risk factors can
impact results of operations, cash flows and financial position. The Company
manages these risks through regular operating and financing activities and
periodically uses derivative financial instruments such as foreign exchange
option and forward contracts and interest rate cap and swap agreements. These
derivative instruments are placed with major financial institutions and are not
for speculative or trading purposes.

The following analysis presents the effect on the Company's earnings, cash flows
and financial position as if the hypothetical changes in market risk factors
occurred on March 31, 2001 and March 31, 2000. Only the potential impacts of
hypothetical assumptions are analyzed. The analysis does not consider other
possible effects that could impact the business.


Interest Rate Risk

At March 31, 2001, the Company carried $193.1 million of outstanding debt on its
balance sheet, with $123.2 million of that total held at variable interest
rates. The Company has entered into an interest rate cap agreement and an
interest rate swap agreement with a bank covering $56.3 million of its variable
rate debt outstanding to manage its interest rate risk. Holding all other
variables constant, if interest rates hypothetically increased or decreased by
10%, for the three months ended March 31, 2001 and 2000, the impact on earnings,
cash flow and financial position would not be material. In addition, if interest
rates hypothetically increased or decreased by 10% on March 31, 2001, with all
other variables held constant, the fair market value of our $69.3 million 9 7/8%
Series B Senior Notes would increase or decrease by approximately $2.6 million.


Foreign Currency Risk

The Company sells to customers in foreign markets through foreign operations and
through export sales from plants in the U.S. These transactions are often
denominated in currencies other than the U.S. dollar. The primary currency
exposures are the Euro, British Pound Sterling, Canadian Dollar and Mexican
Peso.

The Company limits its foreign currency risk by operational means, mostly by
locating its manufacturing operations in those locations where it has
significant exposures to major currencies. The Company has entered into currency
option and forward contracts to partially offset the risk of foreign currency
fluctuations. The value of these contracts at March 31, 2001 was not material to
the Company's earnings, cash flow and financial position.


New Accounting Standards

In June 1998, the Financial Accounting Standards Board (the "FASB") issued
Statement of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("FAS 133"). FAS 133 establishes standards
for accounting and disclosure of derivative instruments and requires the Company
to recognize all derivatives on the balance sheet at fair value. This new
standard, as amended by FAS 137 and FAS 138 was adopted by the Company on
December 30, 2000. The Company's use of derivative instruments is limited to
interest rate cap and swap agreements and foreign currency option and forward
contracts.

The Company has entered into an interest rate cap agreement and an interest rate
swap agreement with a bank, which expire in October 2001, covering $56.3 million
of its variable rate debt outstanding to manage its interest rate risk. The
Company has also entered into foreign currency option and forward contracts,
which expire in monthly amounts through August 2001, to manage its risk of
foreign currency fluctuations. These derivatives are not designated as hedges.
At December 30, 2000, the fair market value of the interest rate cap and swap
agreements was an asset of approximately $6,000 and the fair market value of the
foreign currency option contracts was a liability of approximately $302,000. At
December 30, 2000, there were no foreign currency forward contracts outstanding.

For the three months ended March 31, 2001, the Company recognized a net loss of
approximately $145,000 related to the interest rate swap agreement which is
included in interest expense in the consolidated statement of operations. For
the three months ended March 31, 2001, the Company recognized a net gain of
approximately $255,000 related

                                      -19-

<PAGE>



to the foreign currency option and forward contracts which is included in
selling, general and administrative expenses in the consolidated statement of
operations.

In May 2000, the Emerging Issues Task Force ("EITF") issued EITF No. 00-14,
"Accounting for Certain Sales Incentives". EITF No. 00-14 addresses the
recognition, measurement, and income statement classification of various sales
incentives including discounts, coupons, rebates, and free products or services.
EITF No. 00-14 requires a vendor to recognize discounts, coupons and rebate
obligations as a reduction of revenue. The Company has historically followed the
practice of recording the cost of discounts, coupons and rebates as a selling
expense. The Company is required to adopt EITF No. 00-14 in the first quarter of
2002. At the time of adoption, the Company will reclassify prior quarters and
prior year financial statements to conform to the new income statement
classification. As the Company believes its current accounting practices
relative to the timing and method of recognizing such costs is consistent with
the consensus it is not expected that the adoption of the consensus will have
any impact on the Company's financial position or results of operations. The
Company is in the process of determining the amounts to be reclassified.

In January 2001, the EITF reached a consensus on one of the issues currently
under consideration within EITF Issue No. 00-22, "Accounting for Points and
Certain Other Time-Based or Volume-Based Sales Incentive Offers, and Offers for
Free Products or Services to be Delivered in the Future". This consensus
requires a vendor to recognize a rebate or refund obligation as a reduction of
revenue based on a systematic and rational allocation of the costs of honoring
rebates or refunds earned. The Company has historically followed the practice of
recording the cost of such items as a selling expense. The Company adopted the
consensus in the first quarter of 2001 relating to volume rebates and recorded
approximately $608,000 of volume rebates as a reduction of revenue. The
consolidated statement of operations for the three months ended March 31, 2000
was reclassified to conform to the new classification which resulted in volume
rebates of approximately $669,000 being reflected as a reduction of revenue. As
the Company's current accounting practices relative to the timing and method of
recognizing such costs is consistent with the consensus, the adoption of the
consensus did not have any impact on the Company's financial position or results
of operations.

Contingencies

Refer to Note F - Contingencies to the Notes to Condensed Consolidated Financial
Statements for a discussion of legal contingencies.

Inflation

Inflation has not been material to the Company's operations within the periods
presented.


Item 3. Quantitative and Qualitative Disclosures About Market Risk

The information called for by this item is provided under the captions "Market
Risk", "Interest Rate Risk" and "Foreign Currency Risk" under Part I, Item 2 -
Management's Discussion and Analysis of Financial Condition and Results of
Operations of this Report.


                           PART II, OTHER INFORMATION


Item 1.  Legal Proceedings

          The information called for by this item is provided in Note F -
          Contingencies to Notes to Condensed Consolidated Financial Statements
          under Part I, Item 1. - Financial Statements of this Report.


Item 6.  Exhibits and Reports on Form 8-K

          a.   Reports on Form 8-K: No reports on Form 8-K have been filed
               during the quarter ended March 31, 2001.

                                      -20-

<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 8, 2001                          By /s/James D. Murphy
----------------                       --------------------------------------
Date                                     James D. Murphy
                                         President and Chief Executive Officer




May 8, 2001                          By /s/J. Andrew Bolt
-----------------                       --------------------------------------
Date                                     J. Andrew Bolt
                                         Senior Vice President
                                         Chief Financial Officer


                                      -21-

<PAGE>