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


                                   FORM 10-Q


[x]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 For the Quarter Ended September 30, 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 October 28, 1998.

            Class                               Outstanding at October 28, 1998
            -----                               -------------------------------

Common Stock, $.01 Par Value                           12,110,049



<PAGE>


                         AMERICAN SAFETY RAZOR COMPANY


                                     Index
                                     -----


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

Part I.     Financial Information

   Item 1.  Financial Statements

            Condensed Consolidated Balance Sheets
            September 30, 1998 (Unaudited) and December 31, 1997             1

            Condensed Consolidated Statements of Income (Unaudited)
            Three and nine months ended
            September 30, 1998 and September 30, 1997                        3

            Condensed Consolidated Statements of Cash Flows (Unaudited)
            Nine months ended September 30, 1998 and September 30, 1997      4

            Notes to Condensed Consolidated Financial Statements             5

   Item 2.  Management's Discussion and Analysis of Financial
            Condition and Results of Operations                             13


Part II.    Other Information

   Item 1.  Legal Proceedings                                               17

   Item 6.  Exhibits and Reports on Form 8-K                                17

Signatures                                                                  18



<PAGE>


<TABLE>

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


<CAPTION>

                                               September 30,      December 31,
                                                  1998             1997       
                                               -------------      ------------       
                                                (Unaudited)
ASSETS
<S>                                                 <C>              <C> 
Current assets:
   Cash and cash equivalents                        $  2,822         $  1,434
   Trade receivables, net                             45,492           45,277
   Inventories                                        54,642           51,488
   Income taxes receivable                             1,231              896
   Deferred income taxes                               3,385            2,803
   Prepaid expenses                                    2,508            1,410
                                                    --------         --------

      Total current assets                           110,080          103,308

Property and equipment                               122,230          114,649
Less accumulated depreciation                        (47,744)         (41,706)
                                                    --------         --------
                                                      74,486           72,943


Intangible assets, net:
   Goodwill                                           69,167           68,978
   Other                                               3,588            4,258
                                                    --------         --------
                                                      72,755           73,236

Prepaid pension cost and other                         5,518            4,594
                                                    --------         --------

Total assets                                        $262,839         $254,081
                                                    ========         ========

</TABLE>



See accompanying notes.

                                     -1-

<PAGE>



<TABLE>


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


<CAPTION>

                                                September 30,     December 31,
                                                   1998             1997      
                                                -------------     ------------      
                                                 (Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                                 <C>              <C> 
Current liabilities:
   Accounts payable                                 $ 18,847         $ 15,704
   Accrued expenses and other                         17,958           20,761
   Current maturities of long-term obligations         3,393            2,107
                                                    --------         --------

      Total current liabilities                       40,198           38,572

Long-term obligations                                123,882          121,505

Retiree benefits and other                            25,065           24,983

Deferred income taxes                                  7,175            9,582
                                                    --------         --------

Total liabilities                                    196,320          194,642
                                                    --------         --------

Stockholders' equity:
   Common Stock, $.01 par value, 25,000,000
      shares authorized; 12,110,049 shares
      issued and outstanding at September 30, 1998
      (12,098,049 at December 31, 1997)                  121              121
   Additional capital                                 65,905           65,801
   Retained earnings (accumulated deficit)               940           (5,645)
   Accumulated other comprehensive loss                 (447)            (838)
                                                    --------         --------
                                                      66,519           59,439
                                                    --------         --------


Total liabilities and stockholders' equity          $262,839         $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    Nine Months Ended
                                        September 30,         September 30,     
                                      ------------------    -----------------

                                       1998       1997       1998      1997
                                     --------    -------   --------  --------      

<S>                                   <C>        <C>       <C>       <C>     
Net sales                             $80,171    $79,061   $220,433  $217,847
Cost of sales                          53,269     52,473    150,223   145,309
                                      -------    -------   --------  --------

   Gross profit                        26,902     26,588     70,210    72,538

Selling, general and administrative
   expenses                            17,006     15,414     47,117    44,273
Amortization of intangibles               632        617      1,896     1,855
Restructuring charge                        -          -      1,003         -
                                      -------    -------   --------   -------

   Operating income                     9,264     10,557     20,194    26,410

Interest expense                        3,124      3,155      9,273     9,191
                                      -------    -------    -------   -------

   Income before income taxes           6,140      7,402     10,921    17,219

Income taxes                            2,438      2,964      4,336     6,842
                                      -------    -------    -------   -------

   Net income                          $3,702     $4,438     $6,585   $10,377
                                       ======     ======     ======   =======

Basic earnings per share:
   Net income                           $0.31      $0.37      $0.54     $0.86
                                        =====      =====      =====     =====

   Weighted average number of shares
     outstanding                       12,110     12,094     12,107    12,093
                                       ======     ======     ======    ======
Diluted earnings per share:
   Net income                           $0.30      $0.36      $0.54     $0.85
                                        =====      =====      =====     =====

   Weighted average number of shares
     outstanding                       12,169     12,281     12,246    12,243
                                       ======     ======     ======    ======

</TABLE>



See accompanying notes.

                                     -3-

<PAGE>



<TABLE>


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

<CAPTION>

                                                             Nine Months Ended
                                                                September 30,    
                                                             -----------------    
                                                               1998     1997  
                                                             -------  -------  
<S>                                                           <C>     <C>    
Operating activities
Net income                                                    $6,585  $10,377
Adjustments to reconcile net income to net cash
   provided by operating activities:
      Depreciation and amortization                            9,000    8,265
      Amortization of financing costs                            406      408
      Retiree benefits and other                                (451)  (1,391)
      Deferred income taxes                                    1,035      445
      Changes in operating assets and liabilities,
      net of effects of acquisitions:
        Trade receivables                                        206   (8,447)
        Inventories                                           (2,799)  (5,508)
        Income taxes receivable                                 (335)       -
        Prepaid expenses                                      (1,098)      77
        Accounts payable                                       2,907    3,234
        Accrued and other expenses                            (2,860)  (1,421)
        Income taxes payable                                  (4,024)  (4,792)
                                                              ------  -------

Net cash provided by operating activities                      8,572    1,247

Investing activities
Capital expenditures                                          (8,635)  (9,305)
Acquisitions, net of cash acquired                              (571) (10,352)
Other                                                            (34)      (4)
                                                              ------  -------

Net cash used in investing activities                         (9,240) (19,661)

Financing activities
Repayment of long-term obligations                            (9,866)  (4,115)
Proceeds from borrowings                                      11,818   21,940
Proceeds from exercise of stock options                          104       42
                                                              ------  -------

Net cash provided from financing activities                    2,056   17,867
                                                              ------  -------

Net increase (decrease) in cash and cash equivalents           1,388     (547)
Cash and cash equivalents, beginning of period                 1,434    1,979
                                                              ------  -------

Cash and cash equivalents, end of period                      $2,822   $1,432
                                                              ======   ======
</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 considered
necessary for a fair presentation have been included.  Operating results for the
three and nine month  periods  ended  September  30, 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>

                                                   September 30, December 31,
                                                      1998            1997      
                                                   ------------- ------------      

                                                          (In thousands)

<S>                                                     <C>          <C>    
Raw materials                                           $20,796      $20,352
Work-in-process                                           6,548        5,596
Finished goods                                           24,364       23,128
Operating supplies                                        3,604        3,107
                                                        -------      -------
                                                         55,312       52,183
Excess of current cost over LIFO inventory value           (670)        (695)
                                                        -------      -------
                                                        $54,642      $51,488
                                                        =======      =======
</TABLE>

NOTE C - OTHER INFORMATION

The  Company's  federal  income  tax  returns  for 1989  through  1994 have been
examined  by the IRS and the  federal  income tax  return for 1996 is  currently
under examination by the IRS. The Company acquired certain  intangible assets at
the time of  acquisition  of the Company and of Ardell for $29  million,  and to
date the Company has claimed  federal  income tax  deductions of $29 million for
the  amortization  of those  assets.  In 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.   At  September  30,  1998,  the  unexpended  costs,   related  to  the
restructuring, amounted to $0.5 million and are included in accrued expenses and
other in the accompanying condensed consolidated balance sheets.



                                     -5-

<PAGE>


NOTE D - PURCHASE OF WOLCO HOLLAND B.V.

On September 18, 1998,  the Company  purchased all of the capital stock of Wolco
Holland B.V.  ("Wolco") for an aggregate  purchase price of  approximately  $2.6
million, including assumed liabilities of $0.8 million and estimated acquisition
related expenses. The acquisition was financed by borrowings under the Company's
revolving  credit facility,  internally  generated funds and seller financing of
$1.2 million and has been accounted for under the purchase method of accounting.
Estimated  goodwill  resulting  from the  acquisition  of $1.8  million is being
amortized on a straight-line  basis over a forty-year  period.  The Company does
not believe that the final purchase price  allocation will differ  significantly
from the preliminary purchase price allocation recorded at September 30, 1998.

Wolco is a packager and  distributor of razor products to private label accounts
in certain European markets.

Proforma  combined  results  of  operations  of the  Company  and  Wolco are not
presented as the effects are not material.

Supplemental  non-cash  investing and financing  activities related to the Wolco
acquisition consist of (in millions):

       Fair value of assets acquired  $ 2.6
       Liabilities assumed             (0.8)
       Seller financing                (1.2)
                                      -----
       Cash paid                      $(0.6)
                                      =====


NOTE E - LONG TERM OBLIGATIONS

At September 30 1998,  the Company had utilized  $20.4  million of its revolving
credit  facility  and had  approximately  $29.6  million  available  for  future
borrowings under this facility.

NOTE F - 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 G - 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 components of comprehensive income are as follows:
<TABLE>
<CAPTION>

                                      Three Months Ended    Nine Months Ended
                                        September 30,         September 30,      
                                      ------------------    -----------------                                           
                                       1998       1997       1998     1997
                                      -------    -------    -------  -------   
                                                  (In thousands)

<S>                                    <C>       <C>         <C>     <C>    
Net income                             $3,702    $4,438      $6,585  $10,377
Other comprehensive income
   Change in translation
   adjustment account                     442      (289)        391     (529)
                                       ------    ------      ------   ------

Total comprehensive income             $4,144    $4,149      $6,976   $9,848
                                       ======    ======      ======   ======
</TABLE>


                                     -6-

<PAGE>

NOTE H - NEW ACCOUNTING STANDARD

In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial  Accounting  Standards ("FAS") No. 133,  "Accounting for Derivative
Instruments and Hedging  Activities."  FAS 133  establishes a comprehensive  and
consistent  standard for the  recognition  and  measurement of  derivatives  and
hedging  activities.  FAS 133  requires  all  derivatives  to be recorded on the
balance  sheet at fair value and also  requires the  recognition  of  offsetting
changes in value or cash flows of both the hedge and the hedged item in earnings
in the same period.  This new standard is effective  for all fiscal  quarters of
fiscal years  beginning  after June 15,  1999.  The  implementation  of this new
standard is not expected to have a material effect on the Company's consolidated
results of operations or financial position.


NOTE I - 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 September 30, 1998
and  December 31, 1997,  and for the nine months  ended  September  30, 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.

                                     -7-

<PAGE>

<TABLE>


                    Condensed Consolidating Balance Sheets

                              September 30, 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             $      5     $   221       $ 2,596      $      -        $  2,822
    Trade receivables, net                  19,664      11,446        14,382             -          45,492
    Advances receivable--subsidiaries       35,957           -         4,153       (40,110)              -
    Inventories                             29,981      13,980        11,530          (849)         54,642
    Income taxes and prepaid expenses        6,270        (210)        1,064             -           7,124
                                          --------     -------       -------      --------        --------

       Total current assets                 91,877      25,437        33,725       (40,959)        110,080

Property and equipment, net                 41,373      23,946         9,167             -          74,486
Intangible assets, net                      49,724      20,845         2,186             -          72,755
Prepaid pension cost and other                 838       4,659            21             -           5,518
Investment in subsidiaries                  40,606           -           900       (41,506)              -
                                          --------     -------       -------      --------        -------

       Total assets                       $224,418     $74,887       $45,999      $(82,465)       $262,839
                                          ========     =======       =======      ========        ========

Liabilities and Stockholders' Equity
Current liabilities:
    Accounts payable, accrued expenses
      and other                           $ 20,796     $10,927       $ 5,084      $     (2)       $ 36,805
     Advances payable--subsidiaries              -      40,070             -       (40,070)              -
    Current maturities of long-term
      obligations                            1,030         124         2,239             -           3,393
                                          --------     -------       -------      --------        --------

       Total current liabilities            21,826      51,121         7,323       (40,072)         40,198

Long-term obligations                      120,817       2,667           398             -         123,882
Retiree health and insurance benefits
      and other                             15,100       9,965             -             -          25,065
Deferred income taxes                        4,025       3,061            89             -           7,175
                                          --------     -------       -------      --------        --------

       Total liabilities                   161,768      66,814         7,810       (40,072)        196,320
                                          --------     -------       -------      --------        --------

Stockholders' equity
    Common Stock                               121         485            87          (572)            121
    Additional capital                      65,905      15,662        25,272       (40,934)         65,905
    Retained earnings (accumulated deficit) (5,866)     (8,074)       15,765          (885)            940
    Dividends                                2,452           -        (2,452)            -               -
    Accumulated other comprehensive loss        38           -          (483)           (2)           (447)
                                          --------     -------       -------      --------        -------- 
                                            62,650       8,073        38,189       (42,393)         66,519
                                          --------     -------       -------      --------        --------
       Total liabilities and
         stockholders' equity             $224,418     $74,887       $45,999      $(82,465)       $262,839
                                          ========     =======       =======      ========        ========

</TABLE>

                                     -8-

<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             $      3     $   433       $   637      $      8        $  1,434
    Trade receivables, net                  20,172      13,283        11,822             -          45,277
    Advances receivable--subsidiarie        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          (572)            121
    Additional capital                      65,801      15,662        23,694       (39,356)         65,801
    Accumulated deficit                    (10,407)     (8,392)       14,147          (993)         (5,645)
    Dividends                                2,452           -        (2,452)            -               -
    Accumulated other comprehensive loss        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>


                                     -9-

<PAGE>


<TABLE>

           Condensed Consolidating Statements of Income (Unaudited)
                     Nine months Ended September 30, 1998
                                (In thousands)
<CAPTION>

                                                                      Non-
                                                     Guarantor     guarantor
                                            ASR    Subsidiaries  Subsidiaries   Eliminations   Consolidated
                                          -------- ------------  ------------   ------------   ------------
<S>                                       <C>          <C>           <C>          <C>             <C>
Net sales                                 $111,528     $85,134       $40,083      $(16,312)       $220,433
Cost of sales                               63,637      71,673        31,333       (16,420)        150,223
                                          --------     -------       -------      --------        --------

Gross profit                                47,891      13,461         8,750           108          70,210

Selling, general and 
    administrative expenses                 30,286       8,882         7,949             -          47,117
Amortization of intangible assets            1,115         739            42             -           1,896
Restructuring charge                           731         184            88             -           1,003
                                          --------     -------       -------      --------        --------  

Operating income                            15,759       3,656           671           108          20,194

Interest expense                             7,259       3,138        (1,124)            -           9,273
                                          --------     -------       -------      --------        --------
Income before income taxes                   8,500         518         1,795           108          10,921
Income taxes                                 3,535         200           601             -           4,336
                                          --------     -------       -------      --------        --------

Net income                                 $ 4,965     $   318       $ 1,194      $    108        $  6,585
                                           =======     =======       =======      ========        ========
</TABLE>


<TABLE>

           Condensed Consolidating Statements of Income (Unaudited)
                     Nine months Ended September 30, 1997
                                (In thousands)
<CAPTION>

                                                                     Non-
                                                     Guarantor     guarantor
                                            ASR    Subsidiaries  Subsidiaries   Eliminations   Consolidated
                                          -------- ------------  ------------   ------------   ------------
<S>                                       <C>          <C>           <C>          <C>             <C>    
Net sales                                 $113,871     $83,442       $35,839      $(15,305)       $217,847
Cost of sales                               65,998      66,538        27,985       (15,212)        145,309
                                          --------     -------       -------      --------        --------

Gross profit                                47,873      16,904         7,854           (93)         72,538

Selling, general and
    administrative expenses                 27,672       9,232         7,369             -          44,273
Amortization of intangible assets            1,100         713            42             -           1,855
                                           -------     -------       -------       -------        --------

Operating income                            19,101       6,959           443           (93)         26,410

Interest expense                             6,964       2,900          (673)            -           9,191
                                          --------     -------       -------      --------        --------
Income (loss) before income taxes           12,137       4,059         1,116           (93)         17,219
Income taxes                                 4,703       1,712           427             -           6,842
                                          --------     -------       -------      --------        --------

Net income (loss)                         $  7,434     $ 2,347       $   689      $    (93)       $ 10,377
                                          ========     =======       =======      ========        ========

</TABLE>



                                     -10-

<PAGE>


<TABLE>

         Condensed Consolidating Statements of Cash Flows (Unaudited)

                     Nine months Ended September 30, 1998

                                (In thousands)
<CAPTION>

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

<S>                                         <C>         <C>           <C>           <C>             <C>   
Operating activities
Net cash provided by operating activities   $7,326      $  744        $  495        $    7          $8,572

Investing activities
Capital expenditures                        (5,498)     (3,040)          (97)            -          (8,635)
Purchase of Wolco                                -           -          (571)            -            (571)
Other                                           (9)          1           (26)            -             (34)
Investment in subsidiaries                  (1,578)          -         1,578             -               -
Advances from (to) subsidiaries             (2,777)          -           571         2,206               -
                                            ------      ------        ------        ------          ------

    Net cash (used in) provided from
       investing activities                 (9,862)     (3,039)        1,455         2,206          (9,240)

Financing activities
Repayment of long-term obligations          (9,244)       (136)         (486)            -          (9,866)
Proceeds from borrowings                    11,323           -           495             -          11,818
Proceeds for exercise of stock options         104           -             -             -             104
Advances from (to) subsidiaries                  2       2,219             -        (2,221)              -
                                            ------      ------        ------        ------          ------

    Net cash provided from (used in)
       financing activities                  2,185       2,083             9        (2,221)          2,056
                                            ------      ------        ------        ------          ------

Net (decrease) increase in cash and cash
   equivalents                                (351)       (212)        1,959            (8)          1,388
Cash and cash equivalents, beginning of
  period                                       356         433           637             8           1,434
                                            ------      ------        ------        ------          ------
    Cash and cash equivalents, end of
       period                               $    5      $  221        $2,596        $    -          $2,822
                                            ======      ======        ======        ======          ======
</TABLE>


                                     -11-

<PAGE>


<TABLE>

         Condensed Consolidating Statements of Cash Flows (Unaudited)

                     Nine months Ended September 30, 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                   $(3,496)    $ 4,552       $   131        $   60         $ 1,247

Investing activities
Capital expenditures                        (6,793)     (1,344)       (1,168)            -          (9,305)
Purchase of AWC                                  -     (10,352)            -             -         (10,352)
Other                                         (401)        397             -             -              (4)
Investment in subsidiaries                  (9,440)          -         9,437             3               -
Advances from (to) subsidiaries              3,040           -             -        (3,040)              -
                                           -------     -------       -------        ------         -------

    Net cash (used in) provided from
       investing activities                (13,594)    (11,299)        8,269        (3,037)        (19,661)

Financing activities
Repayment of long-term obligations          (3,927)       (188)            -             -          (4,115)
Proceeds from borrowings                    20,916           -         1,024             -          21,940
Proceeds from exercise of stock options         42           -             -             -              42
Advances from (to) subsidiaries                  -       6,992       (10,014)        3,022               -
                                           -------     -------       -------        ------         -------

    Net cash provided from (used in)
       financing activities                 17,031       6,804        (8,990)        3,022          17,867
                                           -------     -------       -------        ------         -------

Net (decrease) increase in cash and cash
   equivalents                                 (59)         57          (590)           45            (547)
Cash and cash equivalents, beginning of
  period                                       201          12         1,766             -           1,979
                                           -------     -------       -------        ------         -------
    Cash and cash equivalents, end of
       period                              $   142     $    69       $ 1,176        $   45         $ 1,432
                                           =======     =======       =======        ======         =======
</TABLE>



                                     -12-

<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. On September 18, 1998,  the Company  purchased all of the capital stock of
Wolco Holland B.V.  ("Wolco"),  a packager and  distributor of razor products in
certain European markets.


Three Months Ended September 30, 1998 Compared to Three Months Ended September
30, 1997

Net Sales.  Net sales for the three  months ended  September  30, 1998 and 1997,
were $80.2 million and $79.1 million,  respectively, a increase of $1.1 million,
or 1%.

Net sales of the Company's  shaving razors and blades for the three months ended
September 30, 1998,  totaled $33.9 million,  a 7% increase compared to net sales
for the three months ended  September 30, 1997, of $31.7  million.  Net sales of
domestic branded shaving products  increased 2% and were negatively  impacted by
the third quarter 1997 sales  relating to a new product  launch,  sales of which
significantly  exceeded  1998  third  quarter  sales.  Excluding  sales  of this
product,  branded  sales  were up 10%  reflecting  sales  gains  relating  to an
increase in  promotional  activity and increased  distribution  of the Company's
MBC(TM) products.  Net sales of private brand shaving products  decreased 6% due
primarily to heavy promotional  activity by competitors and reduced  promotional
support of several of the Company's products by certain customers.  Net sales of
international  shaving products  increased 25% (excluding the 3% decrease due to
the impact of unfavorable  exchange rates) reflecting stronger sales,  primarily
in Latin America, Mexico, Europe and Africa.

Net sales of bladed hand tools and blades for the three months  ended  September
30,  1998 and 1997,  were $13.4  million  and $12.2  million,  respectively,  an
increase of $1.2 million, or 10%. This growth primarily reflects increased sales
of the Company's Ardell(TM) and American Line(TM) brands of products as a result
of new distribution gains.

Net sales of industrial  and  specialty and medical  blades for the three months
ended  September  30,  1998 and  1997,  were  $4.0  million  and  $4.3  million,
respectively,  a  decrease  of $0.3  million,  or 8%.  Sales of  industrial  and
specialty  products  decreased  18% due  primarily to inventory  adjustments  by
certain  customers  and mix  shifts to lower  priced  blade  products.  Sales of
medical  products  increased  2% due  primarily  to  increased  distribution  of
products.

Net sales of cotton and foot care products for the three months ended  September
30,  1998 and 1997,  were  $22.4  million  and $23.2  million,  respectively,  a
decrease of $0.8  million or 4%. This  decrease  results  primarily  from issues
related to the start-up of two new  manufacturing  facilities  which have led to
delays in shipping products to customers.

Net sales of the  Company's  custom bar soap products for the three months ended
September 30, 1998 and 1997, were $6.5 million and $7.7 million, respectively, a
decrease of $1.2 million or 16%.  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 Asian  markets,  the  redesign  of certain
products by customers and customer inventory adjustments.

Gross Profit.  Gross profit  increased  $0.3 million to $26.9 million during the
three months ended  September 30, 1998,  from $26.6 million for the three months
ended  September  30,  1997.  As a  percentage  of net sales,  gross  profit was
unchanged  at 33.6% for the three  months ended  September  30, 1998,  and 1997.
Blade  margins  improved  due to favorable  product mix and lower  manufacturing
costs reflecting the Company's continuing efforts to reduce manufacturing costs.
This improvement in blade margins was offset by (i) increased shipping costs and
higher  manufacturing  overheads  related  primarily  to  the  start  up of  two
manufacturing facilities in the Company's

                                     -13-

<PAGE>

cotton operations,  and (ii) the effect of absorbing manufacturing overheads and
depreciation over a lower sales base in the Company's soap operations.

Operating and Other Expenses.  Selling, general and administrative expenses were
21.2% of net sales for the three months ended  September  30, 1998,  compared to
19.5% for the three months ended  September 30, 1997.  This  increase  primarily
reflects an increase in  promotional  support for the  Company's  shaving  blade
products. Amortization of goodwill and other intangible assets was substantially
unchanged  at $0.6 million for the three  months  ended  September  30, 1998 and
1997. Interest expense was substantially unchanged at $3.1 million for the three
months ended  September 30, 1998,  compared to $3.2 million for the three months
ended September 30, 1997.

The  Company's  effective  income tax rate was 39.7% for the three  months ended
September 30, 1998,  compared to 40.0% for the three months ended  September 31,
1997,  and  varies  from the  United  States  statutory  rate due  primarily  to
nondeductible  goodwill  amortization and state income taxes, net of the federal
tax benefit.


Nine Months Ended September 30, 1998 Compared to Nine Months Ended September 30,
1997

Net Sales. Net sales for the nine months ended September 30, 1998 and 1997, were
$220.4 million and $217.8 million, respectively, an increase of $2.6 million, or
1%.

Net sales of the Company's  shaving  razors and blades for the nine months ended
September 30, 1998,  totaled $87.7 million,  a 2% decrease compared to net sales
for the nine months ended  September  30, 1997, of $89.3  million.  Net sales of
domestic  branded and  private  brand  shaving  products  decreased  10% and 8%,
respectively.  During the first nine  months of 1997  branded  shaving  products
sales were  favorably  affected by the launch of a new  product,  sales of which
significantly  exceeded 1998 sales.  Excluding  sales of this  product,  branded
sales were up 2%  reflecting an increase in  promotional  activity and increased
distribution  of the  Company's  MBC(TM)  products.  Net sales of private  brand
shaving  products  were down due  primarily  to heavy  promotional  activity  by
competitors and reduced promotional support of several of the Company's products
by certain customers.  Net sales of international shaving products increased 12%
(excluding  the 3% decrease  due to the impact of  unfavorable  exchange  rates)
reflecting  stronger  sales,  primarily  in Latin  America,  Mexico,  the United
Kingdom and Africa.

Net sales of bladed  hand tools and blades for the nine months  ended  September
30,  1998 and 1997,  were $36.1  million  and $33.1  million,  respectively,  an
increase of $3.0 million,  or 9%. This 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 nine months
ended  September  30,  1998 and 1997,  were  $12.0  million  and $12.3  million,
respectively,  a  decrease  of $0.3  million,  or 2%.  Sales of  industrial  and
specialty  products  decreased  9% due  primarily to  inventory  adjustments  by
certain  customers  and mix  shifts to lower  priced  blade  products.  Sales of
medical  products  increased  5% due  primarily  to  increased  distribution  of
products.

Net sales of cotton and foot care  products for the nine months ended  September
30,  1998 and 1997,  were $65.8  million  and $58.1  million,  respectively,  an
increase  of $7.7  million  or  13%.  This  increase  primarily  reflects  sales
resulting from the April 1997,  acquisition  of the Cotton  Division of American
White Cross, Inc. ("AWC").

Net sales of the  Company's  custom bar soap  products for the nine months ended
September 30, 1998 and 1997, were $18.8 million and $25.0 million, respectively,
a decrease of $6.2 million or 25%. 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 Asian  markets,  the  redesign  of certain
products by customers and customer inventory adjustments.

Gross Profit.  Gross profit decreased $2.3 million to $70.2 million for the nine
months ended  September  30, 1998,  from $72.5 million for the nine months ended
September 30, 1997. As a percentage of net sales, gross profit was 31.9% for the
nine months  ended  September  30,  1998,  and 33.3% for the nine  months  ended
September 30, 1997.

                                     -14-

<PAGE>

This decrease was due  primarily to (i) lower  margins in the  Company's  cotton
operations due to increased  shipping costs and higher  manufacturing  overheads
related  primarily to the start-up of two new  manufacturing  facilities and the
generally lower margins associated with the acquired AWC business, and (ii) from
the effect of absorbing  manufacturing  overheads and depreciation  over a lower
sales base in the Company's soap operations.

Operating and Other Expenses.  Selling, general and administrative expenses were
21.4% of net sales for the nine months ended  September  30,  1998,  compared to
20.3% for the nine months ended  September  30, 1997.  This  increase  primarily
reflects an increase in  promotional  support for the  Company's  shaving  blade
products.

Amortization of goodwill and other intangible assets was substantially unchanged
at $1.9 million for the nine months ended September 30, 1998 and 1997.  Interest
expense was  substantially  unchanged  at $9.3 million for the nine months ended
September 30, 1998, compared to $9.2 million for the nine months ended September
30, 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.

The  Company's  effective  income tax rate was 39.7% for the nine  months  ended
September 30, 1998 and 1997,  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  principal  sources of funds are cash  generated  from  operating
activities and borrowings under its revolving credit facility. Net cash provided
by operating  activities for the nine months ended September 30, 1998,  amounted
to $8.6 million. Net cash used in investing activities for the nine months ended
September 30, 1998,  related  primarily to capital  expenditures of $8.6 million
and the  purchase of Wolco for $0.6  million.  Net cash  provided  by  financing
activities for the nine months ended September 30, 1998, resulted primarily from
net borrowings of $2.0 million.

At September 30, 1998,  the Company had utilized  $20.4 million of its revolving
credit  facility  and had  approximately  $29.6  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  needs,  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.
Currently,  the  Company  has not  entered  into any  agreement  or  commitments
concerning any such transactions.


New Accounting Standard

In September  1998, the Financial  Accounting  Standards  Board ("FASB")  issued
Statement of Financial  Accounting  Standards  ("FAS") No. 133,  "Accounting for
Derivative   Instruments  and  Hedging   Activities."   FAS  133  establishes  a
comprehensive  and consistent  standard for the  recognition  and measurement of
derivatives  and hedging  activities.  FAS 133  requires all  derivatives  to be
recorded on the balance sheet at fair value and also requires the recognition of
offsetting  changes in value or cash flows of both the hedge and the hedged item
in earnings in the same period.  This new  standard is effective  for all fiscal
quarters of fiscal years  beginning after June 15, 1999. The  implementation  of
this new  standard is not  expected to have a material  effect on the  Company's
consolidated results of operations or financial position.

                                     -15-

<PAGE>


Year 2000 Computer Issues

The  Company  has  assessed  the Year  2000  readiness  of both its  information
technology and non-information technology systems. The system components covered
in the assessment include:  application systems supporting business  operations,
data   warehouse    systems,    computer    server    hardware   and   software,
telecommunications  network  components (LANs and WAN),  telephone systems (PBX,
call accounting, voice mail), manufacturing process control systems, engineering
and graphics design systems, bar-coding scanning hardware and software, personal
computers, and building/facilities (security, air conditioning,  etc.). Based on
this assessment,  an implementation plan has been developed which is expected to
resolve any known compliance issues.

The Company's  most critical  systems are expected to be Year 2000  compliant by
the end of 1998 and all systems are  expected to be Year 2000  compliant by June
1999. All known compliance issues relating to the corporate business application
systems and server have been addressed and a Year 2000 compliant  human resource
and payroll system is on schedule to be fully  implemented by June 1999. Most of
the Company's  telephone systems and  telecommunications  network components are
compliant  and the remainder are planned to be compliant by the end of the first
quarter   of   1999.   A   review   of   manufacturing   control   systems   and
building/facilities systems has revealed no significant issues to date. However,
further  evaluation is planned during the first half of 1999. Other issues which
are  expected  to be  resolved  by June 1999,  include  the  upgrade of selected
international  application  systems  (impacts  less  than 40 system  users)  and
completing required personal computer upgrades.

The Company's EDI software has been upgraded to a Year 2000  compliant  version.
Testing with trading  partners began during 1998 and will continue  during 1999.
The  Company's  EDI  software  supports  both a 2 digit year and 4 digit year to
support the varying Year 2000  compliance  methods used by EDI partners.  A Year
2000 survey was sent to suppliers  and so far, no  compliance  issues which will
impact the business have been  identified.  The suppliers used for the Company's
voice and data networks have issued statements confirming their intentions to be
Year 2000 compliant by the end of 1999.

Development of a Year 2000  contingency  plan is presently under  consideration.
The Company will continue to monitor key business partners' compliance status as
well as its own internal systems status and develop  contingency plans as deemed
appropriate.  The  Company  does not expect  that Year 2000  issues  will have a
material effect on the Company's consolidated results of operations or financial
position.  Since most of the  Company's  Year 2000  issues  are being  addressed
through  normal  planned  upgrades,  incremental  external  Year 2000  costs are
expected to be minimal,  approximating $100,000, of which approximately one half
is planned to be spent in the fourth quarter of 1998 and the balance in 1999.

Readers are cautioned that forward-looking statements contained in the Year 2000
Computer  Issues should be read in  conjunction  with the Company's  disclosures
under the heading "Forward-Looking Statements" below.



Forward-Looking Statements

This report contains  forward-looking  statements  relating to future results of
the  Company.   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.


                                     -16-

<PAGE>

                          PART II, OTHER INFORMATION


Item 1.  Legal Proceedings

       None.


Item 6.  Exhibits and Reports on Form 8-K

       a. Exhibits - Exhibit 27 - Financial Data Schedule

       b. Reports on Form 8-K: No reports on Form 8-K have been filed during the
          quarter ended September 30, 1998.


                                     -17-

<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




November 4, 1998                       By /s/William C. Weathersby
----------------                          ------------------------
Date                                      William C. Weathersby 
                                          President
 


November 4, 1998                       By /s/Thomas G. Kasvin  
----------------                          -----------------------
 Date                                     Thomas G. Kasvin
                                          Senior Vice President
                                          Chief Financial Officer


                                     -18-