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 June 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 July 24, 1998.

            Class                               Outstanding at July 24, 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
            June 30, 1998 (Unaudited) and December 31, 1997                  1

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

            Condensed Consolidated Statements of Cash Flows (Unaudited)
            Six months ended June 30, 1998 and June 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 4.  Vote of Security Holders                                        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>
                                                  June 30,        December 31,
                                                    1998              1997
                                                  ----------      ------------
                                                 (Unaudited)
<S>                                                 <C>              <C>   
ASSETS
  
Current assets:
   Cash and cash equivalents                        $  1,452         $  1,434
   Trade receivables, net                             42,640           45,277
   Inventories                                        55,736           51,488
   Income taxes receivable                             2,393              896
   Deferred income taxes                               2,913            2,803
   Prepaid expenses                                    2,391            1,410
                                                    --------         --------

      Total current assets                           107,525          103,308

Property and equipment                               119,117          114,649
Less accumulated depreciation                        (45,341)         (41,706)
                                                    --------         --------
                                                      73,776           72,943

Intangible assets, net:
   Goodwill                                           67,910           68,978
   Other                                               3,812            4,258
                                                    --------         --------
                                                      71,722           73,236

Prepaid pension cost and other                         5,028            4,594
                                                    --------         --------




Total assets                                        $258,051         $254,081
                                                    ========         ========


</TABLE>




See accompanying notes.

                                     -1-

<PAGE>



<TABLE>

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


<CAPTION>

                                                  June 30,        December 31,
                                                    1998            1997
                                                  --------        ------------
                                                 (Unaudited)
<S>                                                 <C>              <C>   
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable                                 $ 18,888         $ 15,704
   Accrued expenses and other                         19,436           20,761
   Current maturities of long-term obligations         2,126            2,107
                                                    --------        ---------

      Total current liabilities                       40,450           38,572

Long-term obligations                                123,481          121,505

Retiree benefits and other                            25,019           24,983

Deferred income taxes                                  6,726            9,582
                                                    --------        ---------

Total liabilities                                    195,676          194,642
                                                    --------         --------

Stockholders' equity:
   Common Stock, $.01 par value, 25,000,000
      shares authorized; 12,110,049 shares
      issued and outstanding at June 30, 1998
      (12,098,049 at December 31, 1997)                  121              121
   Additional capital                                 65,905           65,801
   Accumulated deficit                                (2,762)          (5,645)
   Accumulated other comprehensive loss                 (889)            (838)
                                                   ---------        ---------
                                                      62,375           59,439
                                                   ---------        ---------
Total liabilities and stockholders' equity          $258,051         $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    Six Months Ended
                                           June 30,            June 30,
                                     -------------------  -------------------
                                       1998       1997      1998       1997
                                     --------   --------  ---------  --------


<S>                                   <C>        <C>       <C>       <C>     
Net sales                             $73,751    $75,683   $140,262  $138,786
Cost of sales                          49,951     51,411     96,954    92,836
                                     --------   --------  ---------  --------

   Gross profit                        23,800     24,272     43,308    45,950

Selling, general and administrative 
    expenses                           16,590     14,915     30,111    28,859
Amortization of intangibles               633        618      1,264     1,238
Restructuring charge                        -          -      1,003         -
                                     --------    -------    -------   -------

   Operating income                     6,577      8,739     10,930    15,853

Interest expense                        3,104      3,130      6,149     6,036
                                      -------    -------   --------  --------

   Income before income taxes           3,473      5,609      4,781     9,817

Income taxes                            1,379      2,224      1,898     3,878
                                      -------    -------    -------   -------

   Net income                          $2,094     $3,385     $2,883    $5,939
                                       ======     ======     ======    ======

Basic earnings per share:
   Net income                           $0.17      $0.28      $0.24     $0.49
                                        =====      =====      =====     =====

   Weighted average number of shares
     outstanding                       12,107     12,093     12,105    12,093
                                       ======     ======     ======    ======

Diluted earnings per share:
   Net income                           $0.17      $0.28      $0.23     $0.49
                                        =====      =====      =====     =====

   Weighted average number of shares
     outstanding                       12,234     12,229     12,285    12,223
                                       ======     ======     ======    ======

</TABLE>



See accompanying notes.


                                     -3-

<PAGE>




<TABLE>

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

<CAPTION>

                                                              Six Months Ended
                                                                  June 30,
                                                              ----------------
                                                               1998     1997
                                                              -------  -------

<S>                                                           <C>      <C> 
Operating activities
Net income                                                    $2,883   $5,939
Adjustments to reconcile net income to net cash provided by
   operating activities:
      Depreciation and amortization                            5,929    5,412
      Amortization of financing costs                            270      271
      Retiree benefits and other                                (448)    (629)
      Deferred income taxes                                    1,058      289
      Changes in operating assets and liabilities,
      net of effects of the AWC acquisition:
        Trade receivables                                      2,637   (8,595)
        Inventories                                           (4,248)  (5,330)
        Income taxes receivable                               (1,497)       -
        Prepaid expenses                                        (981)    (510)
        Accounts payable                                       3,184    4,111
        Accrued and other expenses                            (1,325)     763
        Income taxes payable                                  (4,024)  (4,243)
                                                              ------   ------

Net cash provided by (used in) operating activities            3,438   (2,522)

Investing activities
Capital expenditures                                          (5,498)  (5,509)
Acquisition of AWC, net of cash acquired                           -  (10,352)
Other                                                              -       (1)
                                                              ------  --------

Net cash used in investing activities                         (5,498) (15,862)

Financing activities
Repayment of long-term obligations                            (4,655)    (281)
Proceeds from borrowings                                       6,629   17,926
Proceeds from exercise of stock options                          104         -
                                                            -------- ---------

Net cash provided from financing activities                    2,078   17,645
                                                             -------  -------

Net increase (decrease) in cash and cash equivalents              18     (739)
Cash and cash equivalents, beginning of period                 1,434    1,979
                                                             -------  -------

Cash and cash equivalents, end of period                      $1,452   $1,240
                                                              ======   ======


</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 six month periods ended June 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>

                                                        June 30,   December 31,
                                                          1998        1997
                                                        --------   ------------

                                                            (In thousands)

<S>                                                     <C>          <C>    
Raw materials                                           $21,244      $20,352
Work-in-process                                           6,664        5,596
Finished goods                                           24,938       23,128
Operating supplies                                        3,585        3,107
                                                        -------      -------
                                                         56,431       52,183
Excess of current cost over LIFO inventory value           (695)        (695)
                                                        -------      -------
                                                        $55,736      $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 June 30, 1998, the unexpended costs,  related to the restructuring,
amounted to $0.6 million and are  included in accrued  expenses and other in the
accompanying condensed consolidated balance sheets.



                                     -5-

<PAGE>



NOTE D - LONG TERM OBLIGATIONS

At June 30 1998, the Company had utilized $20.3 million of its revolving  credit
facility and had  approximately  $29.7 million  available for future  borrowings
under this facility.


NOTE E - EARNINGS PER SHARE

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


NOTE F - COMPREHENSIVE INCOME

Effective January 1, 1998, the Company adopted Statement of Financial Accounting
Standards  No.  130,  "Reporting  Comprehensive  Income"  ("FAS  130").  FAS 130
establishes  standards for reporting and display of  comprehensive  income,  its
components and accumulated  balances.  Comprehensive income includes all changes
in equity during a period except those resulting from  investments by owners and
distributions to owners.

The components of comprehensive income are as follows:
<TABLE>

<CAPTION>
                                     Three Months Ended    Six Months Ended
                                          June 30,             June 30,
                                     -------------------  -------------------
                                       1998       1997      1998      1997
                                     --------   --------  --------  ---------
                                                   In thousands)

<S>                                   <C>         <C>       <C>       <C>   
Net income                            $2,094      $3,385    $2,883    $5,939
Other comprehensive income
   Change in translation
   adjustment account                   (139)        198       (51)     (240)
                                      ------      ------    ------    ------

Total comprehensive income            $1,955      $3,583    $2,832    $5,699
                                      ======      ======    ======    ======
</TABLE>


NOTE G - 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 H - 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 June 30, 1998 and
December 31, 1997, and for the

                                     -6-

<PAGE>



six months ended June 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

                                 June 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           $  (136)    $     69       $ 1,519      $      -     $   1,452
     Trade receivables, net              19,088       11,803        11,749             -        42,640
    Advances receivable--subsidiaries    36,079            -         4,346       (40,425)            -
    Inventories                          30,470       14,413        11,743          (890)       55,736
    Income taxes and prepaid expenses     7,037         (331)          991             -         7,697
                                        -------     --------       --------    ---------     ---------

       Total current assets              92,538       25,954        30,348       (41,315)      107,525

Property and equipment, net              40,386       23,842         9,548             -        73,776
Intangible assets, net                   50,212       21,092           418             -        71,722
Prepaid pension cost and other              511        4,496            21             -         5,028
Investment in subsidiaries               39,706            -           900       (40,606)            -
                                        -------      -------      --------      ---------    ---------
 
       Total assets                    $223,353      $75,384       $41,235      $(81,921)     $258,051
                                       ========      =======       =======      ========      ========

Liabilities and Stockholders' Equity
Current liabilities:
    Accounts payable, accrued
      expenses and other               $ 22,917      $11,287       $ 4,119      $      1      $ 38,324
     Advances payable--subsidiaries           -       40,332             -       (40,332)            -
    Current maturities of long-term
      obligations                         1,025          128           973             -         2,126
                                      ---------     --------       -------      --------      --------

       Total current liabilities         23,942       51,747         5,092       (40,331)       40,450

Long-term obligations                   120,784        2,697             -             -       123,481
Retiree health and insurance benefits
      and other                          15,069        9,950             -             -        25,019
Deferred income taxes                     3,683        2,956            87             -         6,726
                                       --------     --------       -------      --------      --------

       Total liabilities                163,478       67,350         5,179       (40,331)      195,676
                                       --------     --------       -------      --------      --------

Stockholders' equity
    Common Stock                            121          485            87          (572)          121
    Additional capital                   65,905       15,662        24,372       (40,034)       65,905
    Accumulated deficit                  (8,641)      (8,113)       14,973          (981)       (2,762)
    Dividends                             2,452            -        (2,452)            -             -
    Accumulated other
       comprehensive loss                    38            -          (924)           (3)         (889)
                                       --------      -------       -------      --------      --------
                                         59,875        8,034        36,056       (41,590)       62,375
                                       --------      -------       -------      --------      --------
       Total liabilities and
         stockholders' equity          $223,353      $75,384       $41,235      $(81,921)     $258,051
                                       ========      =======       =======      ========      ========

</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          $    356      $   433       $   637      $      8      $  1,434
    Trade receivables, net               20,172       13,283        11,822             -        45,277
    Advances receivable--subsidiaries    33,608            -         4,299       (37,907)            -
    Inventories                          29,106       12,603        10,724          (945)       51,488
    Income taxes and prepaid expenses     5,730         (982)          361             -         5,109
                                       --------      -------       -------      --------       -------

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

Property and equipment, net              39,836       23,135         9,972             -        72,943
Intangible assets, net                   51,205       21,585           446             -        73,236
Prepaid pension cost and other              297        4,277            20             -         4,594
Investment in subsidiaries               39,026            -           900       (39,926)            -
                                       --------      -------        ------      --------      --------
  
       Total assets                    $219,336      $74,334       $39,181      $(78,770)     $254,081
                                       ========      =======       =======      ========      ========

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

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

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

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

Stockholders' equity
    Common Stock                            121           485            85         (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)
                        Six Months Ended June 30, 1998
                                (In thousands)

<CAPTION>
                                                                   Non-
                                                   Guarantor    guarantor
                                          ASR    Subsidiaries  Subsidiaries  Eliminations  Consolidated
                                        ------   ------------  ------------  ------------  ------------

<S>                                     <C>          <C>           <C>           <C>          <C>     
Net sales                               $69,474      $56,231       $24,527       $(9,970)     $140,262
Cost of sales                            40,934       47,212        18,790        (9,982)       96,954
                                        -------      -------       -------       -------       -------

Gross profit                             28,540        9,019         5,737            12        43,308

Selling, general and
    administrative expenses              19,188        5,859         5,064             -        30,111
Amortization of intangible assets           743          493            28             -         1,264
Restructuring charge                        731          184            88             -         1,003
                                        -------       ------        ------       -------       -------

Operating income                          7,878        2,483           557            12        10,930

Interest expense                          4,824        2,059          (734)            -         6,149
                                        -------      -------        ------       -------       -------
Income before income taxes                3,054          424         1,291            12         4,781
Income taxes                              1,288          145           465             -         1,898
                                        -------      -------        ------       -------       -------

Net income                              $ 1,766      $   279        $  826       $    12       $ 2,883
                                        =======      =======        ======       =======       =======

</TABLE>
<TABLE>


           Condensed Consolidating Statements of Income (Unaudited)
                        Six Months Ended June 30, 1997
                                (In thousands)
<CAPTION>

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

<S>                                     <C>          <C>           <C>           <C>          <C>     
Net sales                               $72,547      $52,440       $23,690       $(9,891)     $138,786
Cost of sales                            43,015       41,512        18,150        (9,841)       92,836
                                        -------      -------       -------       -------      --------

Gross profit                             29,532       10,928         5,540           (50)       45,950

Selling, general and
    administrative expenses              17,777        6,107         4,975             -        28,859
Amortization of intangible assets           736          474            28             -         1,238
                                        -------       ------       -------       -------      --------

Operating income                         11,019        4,347           537           (50)       15,853

Interest expense                          4,541        1,829          (334)            -         6,036
                                        -------      -------        ------       -------      --------
Income (loss) before income taxes         6,478        2,518           871           (50)        9,817
Income taxes                              2,487        1,058           333             -         3,878
                                        -------      -------       -------       -------      --------

Net income (loss)                       $ 3,991      $ 1,460       $   538       $   (50)     $  5,939
                                        =======      =======       =======       =======      ========

</TABLE>



                                     -10-

<PAGE>


<TABLE>

         Condensed Consolidating Statements of Cash Flows (Unaudited)

                        Six Months Ended June 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 (used in)
    operating activities                 $3,619       $ (538)       $  402       $   (45)       $3,438

Investing activities
Capital expenditures                     (3,106)      (2,216)         (176)            -        (5,498)
Investment in subsidiaries                 (680)           -           680             -             -
Advances from (to) subsidiaries          (2,470)           -           (48)        2,518             -
                                         ------       ------         -----       -------        ------

    Net cash (used in) provided from
       investing activities              (6,256)      (2,216)          456         2,518        (5,498)

Financing activities
Repayment of long-term obligations       (4,564)         (91)            -             -        (4,655)
Proceeds from borrowings                  6,605            -            24             -         6,629
Proceeds for exercise of stock options      104            -             -             -           104
Advances from (to) subsidiaries               -        2,481             -        (2,481)            -
                                         ------       ------         -----        ------        ------

    Net cash provided from (used in)
       financing activities               2,145        2,390            24        (2,481)        2,078
                                         ------       ------         -----        ------        ------

Net (decrease) increase in cash and
   cash equivalents                        (492)        (364)          882            (8)           18
Cash and cash equivalents, beginning of
  period                                    356          433           637             8         1,434
                                         ------       ------        ------        ------        ------
    Cash and cash equivalents, end of
       period                             $(136)      $   69        $1,519        $    -        $1,452
                                          =====       ======        ======        ======        ======

</TABLE>

                                     -11-

<PAGE>

<TABLE>


         Condensed Consolidating Statements of Cash Flows (Unaudited)

                        Six Months Ended June 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               $ (5,264)    $  2,382       $   473        $ (113)     $ (2,522)

Investing activities
Capital expenditures                     (4,438)        (536)         (535)            -        (5,509)
Purchase of AWC                               -      (10,352)            -             -       (10,352)
Other                                      (399)         398             -             -            (1)
Investment in subsidiaries               (9,300)           -         9,300             -             -
Advances from (to) subsidiaries           2,228            -             -        (2,228)            -
                                       --------      -------       -------        ------       -------

    Net cash (used in) provided from
       investing activities             (11,909)     (10,490)        8,765        (2,228)      (15,862)

Financing activities
Repayment of long-term obligations         (154)        (127)            -             -          (281)
Proceeds from borrowings                 17,200            -           726             -        17,926
Advances from (to) subsidiaries               -        8,540       (10,888)        2,348             -
                                        -------      -------       -------        ------       -------

    Net cash provided from (used in)
       financing activities              17,046        8,413       (10,162)        2,348        17,645
                                        -------      -------       -------        ------       -------

Net (decrease) increase in cash and
   cash equivalents                        (127)         305          (924)            7          (739)
Cash and cash equivalents, beginning
  of period                                 201           12         1,766             -         1,979
                                        -------      -------       -------       -------       -------
    Cash and cash equivalents, end of
       period                           $    74      $   317       $   842       $     7       $ 1,240
                                        =======      =======       =======       =======       =======

</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.


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

Net Sales.  Net sales for the three  months  ended June 30, 1998 and 1997,  were
$73.8 million and $75.7 million,  respectively,  a decrease of $1.9 million,  or
3%.

Net sales of the Company's  shaving razors and blades for the three months ended
June 30, 1998,  totaled $30.3 million,  substantially  unchanged compared to net
sales for the three months ended June 30, 1997, of $30.2  million.  Net sales of
domestic  branded  shaving  products  were flat as sales  gains  relating  to an
increase in promotional  activity  offset the second quarter 1997 sales relating
to a new product launch,  sales of which significantly  exceeded 1998 sales. Net
sales of private  brand  shaving  products  decreased 10% due primarily to heavy
promotional activity by certain competitors.  Net sales of international shaving
products  increased  11%  (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 June 30,
1998 and 1997, were $11.6 million and $11.0 million,  respectively,  an increase
of $0.6 million,  or 5%. 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 June 30, 1998 and 1997, were $3.9 million and $4.1 million,  respectively,
a decrease of $0.2 million,  or 5%. Sales of industrial  and specialty  products
decreased 14% due primarily to inventory adjustments by certain customers. Sales
of medical  products  increased 4% due  primarily to increased  distribution  of
products and from new product offerings.

Net sales of cotton and foot care  products  for the three months ended June 30,
1998 and 1997, were substantially  unchanged at $20.8 million and $20.7 million,
respectively.

Net sales of the  Company's  custom bar soap products for the three months ended
June 30, 1998 and 1997,  were $7.2  million and $9.7  million,  respectively,  a
decrease of $2.5 million or 26%.  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  $0.5 million to $23.8 million during the
three months ended June 30, 1998,  from $24.3 million for the three months ended
June 30,  1997.  As a  percentage  of net sales,  gross profit was 32.3% for the
three months ended June 30, 1998,  and 32.1% for the three months ended June 30,
1997. This increase was due primarily to improved blade margins due to favorable
product mix and lower  manufacturing  costs reflecting the Company's  continuing
efforts to manufacture products in a lower cost environment. This improvement in
blade  margins  offset  the  negative  impact  on  the  Company's  international
operations  of exchange rate  fluctuations,  the  increased  shipping  costs and
higher  manufacturing  overheads  related  primarily  to the start-up of two new
manufacturing  facilities in the Company's cotton operations,  and 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
22.5% of net sales for the three months  ended June 30, 1998,  compared to 19.7%
for the three months ended June 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

                                     -13-

<PAGE>



June 30, 1998 and 1997.  Interest  expense was  substantially  unchanged at $3.1
million for the three months ended June 30, 1998 and 1997.

The  Company's  effective  income tax rate was 39.7% for the three  months ended
June 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.


Six Months Ended June 30, 1998 Compared to Six Months Ended June 30, 1997

Net Sales.  Net sales for the six  months  ended  June 30,  1998 and 1997,  were
$140.3 million and $138.8 million, respectively, an increase of $1.5 million, or
1%.

Net sales of the  Company's  shaving  razors and blades for the six months ended
June 30, 1998,  totaled $53.7 million,  a 7% decrease  compared to net sales for
the six months  ended June 30,  1997,  of $57.6  million.  Net sales of domestic
branded and private brand shaving products  decreased 17% and 9%,  respectively.
During  the 1997 first  half  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  essentially
flat.  Net sales of private  brand  shaving  products were down due primarily to
heavy promotional  activity by certain  competitors.  Net sales of international
shaving  products  increased 6% (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 six months ended June 30, 1998
and 1997,  were $22.6 million and $20.9  million,  respectively,  an increase of
$1.7  million,  or 8%. 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 six months
ended June 30, 1998 and 1997, were $8.1 million and $8.0 million,  respectively,
an increase of $0.1 million,  or 1%. Sales of industrial and specialty  products
decreased 5% due primarily to inventory adjustments by certain customers.  Sales
of medical  products  increased 7% due  primarily to increased  distribution  of
products and from new product offerings.

Net sales of cotton and foot care  products  for the six  months  ended June 30,
1998 and 1997, were $43.5 million and $35.0 million,  respectively,  an increase
of $8.5 million or 24%. This increase  primarily  reflects sales  resulting from
the April 1997, acquisition of the Cotton Division of American White Cross, Inc.
("AWC") and sales growth  across most product  lines due  primarily to increased
distribution of products.

Net sales of the  Company's  custom bar soap  products  for the six months ended
June 30, 1998 and 1997,  were $12.4 million and $17.3 million,  respectively,  a
decrease of $4.9 million or 28%.  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 $2.7 million to $43.3 million for the six
months ended June 30, 1998, from $46.0 million for the six months ended June 30,
1997.  As a percentage  of net sales,  gross profit was 30.9% for the six months
ended June 30,  1998,  and 33.1% for the six months  ended June 30,  1997.  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
21.5% of net sales for the six months ended June 30, 1998, compared to 20.8% for
the six months ended June 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 $1.3 million
for the six months  ended June 30,  1998,  and $1.2  million  for the six months
ended June 30,  1997.  Interest  expense  was  substantially  unchanged  at $6.1
million for the six months  ended June 30,  1998,  and $6.0  million for the six
months ended June 30, 1997.

                                     -14-

<PAGE>




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 six months ended June
30, 1998,  and 39.5% for the six months ended June 30, 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  amounted to $3.4 million for the six months ended June
30, 1998. Net cash used in investing  activities related to capital expenditures
of $5.5  million for the six months ended June 30,  1998.  Net cash  provided by
financing  activities  resulted from net  borrowings of $2.0 million for the six
months ended June 30, 1998.

At June 30, 1998, the Company had utilized $20.3 million of its revolving credit
facility and had  approximately  $29.7 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 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.


Year 2000 Computer Issues

The  Company  has  conducted a review of its  computer  systems to identify  the
hardware and software applications that will be affected by Year 2000 issues and
has developed an implementation  plan to resolve such issues.  Substantially all
Year 2000 issues will be resolved  through the upgrade of existing  hardware and
software applications to current versions and releases. The Company is presently
upgrading  its  hardware  and  software  applications  and expects its  computer
systems will be Year 2000 compliant by June 1999. Estimated Year 2000 compliance
costs to be incurred are not expected to have a material effect on the Company's
consolidated results of operations or financial position.

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,"

                                     -15-

<PAGE>



"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 4. Vote of Security Holders

        At its Annual Meeting on May 19, 1998, the  stockholders of American
        Safety Razor Company took the following actions:

        1. Elected the following three directors for terms to expire at the 2001
           Annual Meeting of Stockholders, with votes as indicated opposite each
           director's name:

                                    Voted For           Withheld Authority

           David W. Zalaznick       6,284,956 shares    761,362 shares
           John R. Lowden           6,287,156 shares    759,162 shares
           Paul D. Rhines           7,006,493 shares    39,825 shares

        2. Approved the appointment of Coopers & Lybrand, L.L.P., as independent
           auditors for the Company for the year ending December  31, 1998.  The
           vote was 7,043,518 shares for approval, 2,300 shares against
           approval, and 500 shares abstaining.


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 June 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




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




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


                                     -18-