UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K

(Mark One)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)

FOR THE FISCAL YEAR ENDED JULY 31, 1995

/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

For the transition period ______ to ______

Commission file number 1-4987

SL INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)

NEW JERSEY 21-0682685
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer
Identification No.)

520 FELLOWSHIP ROAD, SUITE 306C, MT. LAUREL, NJ 08054
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: 609-727-1500

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
Common stock, $.20 par value New York Stock Exchange
Philadelphia Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

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 by check mark if disclosure of delinquent filers to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of the Form 10-K or any amendment to this
Form 10-K./X/

On October 13, 1995, the aggregate market value of SL common stock was
approximately $43,875,000. The number of shares of common stock outstanding as
of October 13, 1995, was 5,661,312.

DOCUMENTS INCORPORATED BY REFERENCE:
Part I, II, IV - Annual Report to Shareholders for the fiscal year ended July
31, 1995 Part III - Proxy Statement dated October 12, 1995
2
PART I

ITEM 1. DESCRIPTION OF BUSINESS
(a) General Development of Business

On March 29, 1956, the Registrant was incorporated as G-L Electronics
Company in the state of New Jersey. Its name was changed to G-L Industries,
Inc., in November 1963, SGL Industries, Inc., in November 1970 and then to the
present name of SL Industries Inc., in September 1984. The Registrant and its
subsidiaries design, manufacture and distribute a broad range of innovative
engineered products for industrial and consumer niche markets, as well as
customized components and other products for a wide range of original equipment
manufacturers ("OEM"). The Registrant currently defines its operations in two
business segments: Power and Data Quality and Specialty Products. The products
of the Registrant and its subsidiaries either become components of other
industrial or consumer products or are sold through distribution for general
retail or commercial use.

For the most part, the Registrant and its subsidiaries concentrate on
specialty markets believed to offer higher profit margins and greater potential
for growth than industrial commodities. Sales between segments are not
material. No single customer accounts for more than 10% of consolidated net
sales nor are export sales material thereto.

On May 1, 1995, the Registrant acquired substantially all of the
assets and liabilities of Teal Electronics Corporation ("Teal"). Teal was
founded in 1985 and is based in San Diego, California. Teal designs,
manufactures and distributes custom AC power subsystems for OEM. Teal serves a
variety of niche markets, which include medical, telecommunications, printing
and test equipment. This strategic acquisition enhances the Registrant's
reputation for supplying superior power and data quality products.

On May 24, 1995, the Registrant distributed all of the shares of its
wholly-owned subsidiary, SL LUBE/systems, Inc., in a tax free distribution, in
exchange for 400,000 shares of its common stock owned by Vesper Corporation.

(b) Financial Segment Information

Financial information about the Registrant's business segments is
incorporated herein by reference to Note 13 in the Annual Report to
Shareholders for the fiscal year ended July 31, 1995.
3
(c) Narrative Description of Business

The following narrative reflects the reclassification of the aviation
and industrial igniter and spark plug product line from the Power and Data
Quality segment to the Specialty Products segment because its products no
longer fit the definition of power and data quality.

Power and Data Quality Segment:

Products

The products of SL Waber, Inc. ("Waber"), consist of over 200 models
and configurations of multiple outlet strips, surge suppressors, voltage
regulators, power conditioners, and uninterruptible and standby power supplies.
These products are sold by independent sales representatives and company sales
personnel to distributors and dealers of electronics and electrical supplies;
retailers and wholesalers of office, computer and consumer products; and to
OEM. The products include those sold under the trademarks of
"POWERMASTER(R)", "DATAGARD(R)", "SURGE SENTRY(TM)", "MEDGARD(TM)",
"POWERHOUSE(R)", "CLIPSTRIP(R)" and "LINEBACKER(TM)". In fiscal 1994, Waber
introduced a new line of satellite network surge protectors and significantly
increased its penetration in the private label OEM business market. For the
years ended July 31, 1995, 1994, and 1993, net sales, as a percentage of
consolidated net sales, were 46%, 45% and 46%, respectively.

Condor D.C. Power Supplies, Inc. ("Condor"), designs, manufactures and
markets standard and custom AC-DC power supplies in both linear and switching
configurations. These products range in power from 10-400 watts and are
manufactured in either commercial or medical configurations. Condor power
supplies closely regulate and monitor power outputs, using patented filter and
other technologies, resulting in little or no electrical interference. These
products are sold through manufacturers sales representatives and electronic
distributors to customers in the medical, industrial, telecommunications and
instrumentation markets. Medical customers use Condor's products to supply
power in devices such as heart and respiration monitors, infusion pumps,
pacemaker programmers and other critical patient-connected applications, all of
which depend upon precise, low-voltage power outputs. For the years ended July
31, 1995, 1994 and 1993, net sales, as a percentage of consolidated net sales,
were 23%, 22% and 14%, respectively.

SL Montevideo Technology, Inc. ("MTI"), is continuing its recent
growth as a technological leader in the design and manufacture of intelligent,
high power density, precision motors. MTI has been capitalizing on its new
motor and (patent pending) motor control technologies to win important programs
in both traditional and new market areas. MTI has been validating its
4
new technologies through customer applications ranging from the Windows(R)
based computer driven Digital Signal Process motion control package, which has
enabled highly efficient oil field exploration, to an advanced hybrid chip
motor controller that has allowed a more compact and reliable brushless DC
motor for aerospace actuators. Contributing equally as well over the past year
was MTI's effort to provide "Customer Delight" in designing new solutions for
older problems using advanced technology, and responding with samples and
production with ever decreasing lead and cycle times. Recent program successes
include high volume iron gyro upgrades and pickoff assemblies for actuation.
Its defense markets continue strong, despite further program cutbacks, with
recent successes in drone unmanned reconnaissance aircraft, and the newest
missile programs. Negotiations are continuing with customers on advanced
designs for numerous programs including Flywheel Energy Storage Systems, high
performance missile guidance motors, and medical/surgical drills and saws. The
aerospace and industrial markets are served by both internal company sales
personnel and manufacturers' representatives. For the years ended July 31,
1995, 1994 and 1993, net sales, as a percentage of consolidated net sales, were
9%, 10% and 12%, respectively.

Teal develops and manufactures custom electrical subsystems for OEM of
semiconductor, medical imaging, printing and telecommunication systems.
Outsourcing the AC power system to Teal helps the customers reduce cost and
time to market, while increasing system performance and customer satisfaction.
Custom products are often called "Power Conditioning and Distribution Units,"
which provide voltage conversion and stabilization, system control, power
distribution, and agency approvals for systems such as CT and MRI scanners,
chip testers and cellular radio systems. Most of Teal's products are sold
direct to its OEM customers who include it with their systems, which are sold
to the end user.

Raw Materials

Raw materials are supplied by various domestic and international
vendors and availability for materials other than platinum and specialty metals
is not foreseen to be a problem. Certain electronic components, platinum and
specialty metals are subject to long lead times and limited availability.

Seasonality

Generally, seasonality is not a factor in this segment.
5
Significant Customers

No business has a customer which accounts for 10% or more of
consolidated net sales.

Backlog

Backlog at September 3, 1995, and September 4, 1994, was $25,197,000
and $15,166,000, respectively. The increase is primarily related to increased
bookings and the acquisition of Teal.

Competitive Conditions

The businesses in this segment are in active competition with domestic
companies, some with national name recognition, offering similar products or
services and with companies producing alternative products appropriate for the
same uses. In addition, Waber and Condor have experienced significant
off-shore competition, for certain products in certain markets. Currently, the
businesses are sourcing many components and products outside the United States.
The decreasing military market has also created more competitive conditions in
both the military and commercial markets. Methods of competition are primarily
quality, service, delivery and price.

Specialty Products Segment:

Products

SL Auburn, Inc. ("Auburn"), is one of the world's major producers of
aviation spark plugs and igniters, under "Spitfire(TM)" and "auburn(TM)"
trademarks; and the world's largest producer of custom engineered industrial
spark ignition plugs, under the "Auburn(TM)" and "Durafire(TM)" trademarks.
These products convert or transfer electrical power in devices that include
aircraft engines (turbine and piston), furnaces and ovens for industrial
processes, motors and transformers for air conditioning, and liquid level
sensors for boilers and chemical processing. New products developed for
introduction in fiscal 1995 included "DuraFire(TM)" industrial spark plugs
which are based on new licensed technology and certified leak-proof feed
throughs which meet more stringent requirements for extreme temperatures,
pressures and environmental mandates. Auburn's customers are categorized as
OEM, distributors, government and end users. Auburn's products are sold by
company sales representatives, warehouse distributors and independent sales
representatives throughout the world. For the years ended July 31, 1995, 1994
and 1993, net sales, as a percentage of consolidated net sales, were 10%, 11%
and 14%, respectively.
6
SL Piping Systems, Inc., is an acknowledged leader in the shop
fabrication of a wide variety of metallic piping systems used in the chemical
process industry. The company also works closely with many industrial and
mechanical contractors. In addition to the company's reputation with its
customers for providing high quality precision welding, the application of the
company's cost effective and quality enhancing pipe bending and forming
techniques are preferred. The company is highly regarded for its experience in
fabricating high alloy materials such as titanium, aluminum, stainless steel
and the nickel alloys. Products and services include the fabrication of piping
systems, jacketed piping, ASME code pressure vessels, pipe coils, modular
skidded systems and specialty fabrications. Sales are made by company sales
personnel and manufacturers' representatives and distributors. SL Piping
Systems, Inc.'s facility is one of the largest of its type on the east coast.

SL Modern Hard Chrome, Inc. ("MHC"), provides chromium plating
services for the steel, paper and automotive industries. The company is a
major supplier of these services in the Delaware Valley region, and has
recently developed a presence in Western Europe. A new product, Nuchrome(TM),
was introduced during 1995 and is intended for use primarily by the paper
industry. Sales are made by appropriate company technical personnel.

Raw Materials

Raw materials are supplied by various domestic vendors and
availability is not foreseen to be a problem. Generally, longer lead times and
price increases are becoming evident.

Seasonality

Seasonality is not a factor in this segment.

Significant Customers

No business has a customer which accounts for 10% or more of
consolidated net sales. MHC has four customers which make up approximately
seventy-five percent of its sales.

Backlog

Backlog at September 3, 1995, and September 4, 1994, was $4,146,000
and $2,588,000, respectively. The increase is primarily related to increased
bookings for future deliveries of feed throughs and aviation igniters.
7

Competitive Conditions

The businesses in this segment compete primarily with companies
offering similar services or products. The aviation ignition and service parts
markets are global and highly competitive. There are numerous competitors in
pipe fabrication which are classified according to scope and type of
fabrication, location, materials and degree of difficulty. MHC competes on
technology, as well as service.

Environmental

The Registrant (together with the industries in which it operates or
has operated) is subject to United States and Mexican environmental laws and
regulations concerning emissions to the air, discharges to surface and
subsurface waters, and the generation, handling, storage, transportation,
treatment and disposal of waste materials. The Registrant and the industries
are also subject to other federal, state, and local environmental laws and
regulations, including those that require the Registrant to remediate or
mitigate the effects of the disposal or release of certain chemical substances
at various sites, including some where it has ceased operations. It is
impossible to predict precisely what effect these laws and regulations will
have on the Registrant in the future. However, it is not expected that the
Registrant will be affected differently from others in its industries.

It is the Registrant's policy to comply with all environmental, health
and safety regulations, as well as industry standards for maintenance. The
Registrant's domestic competitors are subject to the same environmental, health
and safety laws and regulations, and the Registrant believes that the
compliance issues and potential expenditures of its operating subsidiaries are
comparable to those faced by their major domestic competitors. Environmental
liabilities and related costs are believed to have been adequately provided for
in the consolidated financial statements. Capital expenditures for these
purposes for fiscal year 1995 were immaterial and are estimated to be
immaterial for fiscal 1996. For additional information related to
environmental issues, see Note 10 to the consolidated financial statements and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in the Annual Report to Shareholders for the fiscal year ended July
31, 1995.
8
Employees

As of September 3, 1995, the Registrant had a total of 1,639
employees. Of the total 1,639 employees, 144 employees are subject to
collective bargaining agreements.

Additional Information

For the purposes of providing additional information regarding the
development of the Registrant's businesses in fiscal 1995, the "Operations
Review" and "Management's Discussion and Analysis of Financial Condition and
Results of Operations" in the Annual Report to Shareholders for the fiscal year
ended July 31, 1995, are incorporated by reference.

ITEM 2. PROPERTIES

Approx. Owned or Leased
Square And
Location General Character Footage Expiration Date
- - -------- ----------------- ------- ---------------

Power and Data Quality:
Montevideo, Manufacture of 26,200 Owned
MN precision avionic
products

Matamoros, Manufacture of 8,600 Leased
Mexico precision avionic 11/05/97
products

Nogales, Manufacture of 43,500 Leased
Mexico power protection 04/30/96
products

Nogales, Manufacture and 51,500 Leased
AZ distribution of 07/31/96
power protection
products

Mt. Laurel, Corporate Office - 15,900 Leased
NJ power protection 11/30/99
products

Oxnard, Manufacture of 36,000 Leased
CA power supply products 02/28/03

Mexicali, Manufacture and Leased
Mexico distribution of 50,000 06/01/98
power supply products 11,000 08/31/00

San Diego, Manufacture of 31,200 Leased
CA AC power subsystems 03/22/00

Approx. Owned or Leased
Square And
Location General Character Footage Expiration Date
- - -------- ----------------- ------- ---------------

Specialty Products:
Auburn, Manufacture of 55,000 Owned
NY specialty spark
plugs and igniters

Newport, Manufacture of 32,500 Leased
DE fabricated piping 11/30/98
systems

Camden, Industrial chrome 15,800 Owned
NJ plating

Pennsauken, Industrial chrome 6,000 Owned
NJ plating warehouse

Other:
Mt. Laurel, Corporate Office 4,200 Leased
NJ 11/30/99

All manufacturing facilities are adequate for current production
requirements. The Registrant believes that its facilities are sufficient for
future operations, maintained in good operating condition and adequately
insured. Of the owned properties, none are subject to a major encumbrance
material to the operations of the Registrant.

ITEM 3. LEGAL PROCEEDINGS

In the ordinary course of its business, the Registrant is subject to
loss contingencies pursuant to federal, state and local governmental laws and
regulations and is also party to certain legal actions, most frequently
complaints by terminated employees. It is management's opinion that the impact
of these legal actions will not have a material effect on the financial
position or results of operations of the Registrant. There are no legal
proceedings to which any Director or Officer of the Registrant, or any
associate of any Director or Officer, is a party or has a material interest
adverse to the Registrant's interest. There are no material proceedings with
environmental issues, which involve penalties or sanctions. Additional
information pertaining to legal proceedings is found in Note 10 to the
consolidated financial statements, and in "Management's Discussion and Analysis
of Financial Condition and Results of Operations" in the Annual Report to
Shareholders for the fiscal year ended July 31, 1995, and is incorporated
herein by reference.
10

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

During the fourth quarter ended July 31, 1995, there were no matters
submitted to a vote of security holders, through a solicitation of proxies or
otherwise.

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS

FISCAL 1995 FISCAL 1994
------------- -------------
HIGH LOW HIGH LOW
---- --- ---- ---

Stock Prices
1st Quarter 4 1/2 3 7/8 4 1/4 3
2nd Quarter 5 4 4 3
3rd Quarter 5 1/4 4 1/2 5 3 1/2
4th Quarter 6 1/4 4 3/4 4 5/8 3 5/8
Dividends
Cash - November $.03 $.03
Cash - June $.03 $.03

As of September 15, 1995, there were approximately 1,900 registered
shareholders. A semi-annual cash dividend of $.03 per share was declared on
September 21, 1995, which is payable on November 30, 1995, to shareholders of
record on November 15, 1995. No stock dividend was possible, due to the
deficit earnings balance at July 31, 1995. Payments of cash dividends are
restricted to $600,000 per fiscal year under the Registrant's revolving credit
agreement with its participating banks.

ITEM 6. SELECTED FINANCIAL DATA

The information required by this item is incorporated herein by
reference to the material captioned "Selected Financial Data" in the Annual
Report to Shareholders for the fiscal year ended July 31, 1995.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

The information required by this item is incorporated herein by
reference to the material captioned "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in the Annual Report to
Shareholders for the fiscal year ended July 31, 1995.
11
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information required by this item is incorporated herein by
reference to the consolidated financial statements and the notes thereto and
the material captioned "Report of Independent Public Accountants" and "Selected
Quarterly Financial Data(Unaudited)" in the Annual Report to Shareholders for
the fiscal year ended July 31, 1995.

ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

This item is not applicable.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information required by this item, except for the ages and
positions held with the Registrant of the executive officers, is incorporated
herein by reference to the material captioned "Election of Directors" on pages
3 through 5 of the proxy statement dated October 12, 1995. The ages of the
executive officers are as follows: Owen Farren, age 44, Ted D. Taubeneck, age
68, and James E. Morris, age 58. The capacities in which each served are as
follows: O. Farren, President and Chief Executive Officer since April 1991 and
prior thereto Executive Vice President since 1990; T.D. Taubeneck, Executive
Vice President, Secretary and Treasurer since July 1988; and J.E. Morris, Vice
President and Corporate Controller since September 1991 and a financial
executive since 1978.

ITEM 11. EXECUTIVE COMPENSATION

The information required by this item is incorporated herein by
reference to the material captioned "The Board Of Directors" and "Executive
Officer Compensation" on pages 6 through 10 of the proxy statement dated
October 12, 1995.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

The information required by this item is incorporated herein by
reference to the material captioned "Principal Shareholders of the Company",
"Share Ownership of Directors and Officers" and "Election of Directors" on
pages 3 through 5 of the proxy statement dated October 12, 1995.
12
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required by this item is incorporated herein by
reference to the material captioned "Executive Officer Compensation" on pages 7
through 9 of the proxy statement dated October 12, 1995.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) (1) Financial Statements

The following consolidated financial statements, related notes to
consolidated financial statements and the report of independent public
accountants appearing in the portions of the Registrant's Annual Report to
Shareholders, filed as Exhibit 13, for the fiscal year ended July 31, 1995, are
incorporated herein by reference:

Consolidated Statements of Earnings -
Years ended July 31, 1995, 1994 and 1993

Consolidated Balance Sheets - July 31, 1995 and 1994

Consolidated Statements of Shareholders' Equity -
Years ended July 31, 1995, 1994 and 1993

Consolidated Statements of Cash Flows -
Years ended July 31, 1995, 1994 and 1993

Notes to Consolidated Financial Statements

Report of Independent Public Accountants

(a) (2) Financial Statement Schedules

The following financial statement schedules for the years 1995, 1994
and 1993 are submitted herewith:

Report of Independent Public Accountants -
Arthur Andersen LLP

Report of Independent Accountants -
Coopers & Lybrand

Schedule VIII - Valuation and Qualifying Accounts

All other schedules are omitted because (a) the required information
is shown elsewhere in the Annual Report, or (b) they are inapplicable, or (c)
they are not required.
13
(a) (3) Exhibits

The information called for by this section is listed in the Exhibit
Index of this report.

(b) Reports on Form 8-K

On May 22, 1995, the Registrant filed a report on Form 8-K covering
the May 1, 1995, acquisition of Teal Electronics Corporation.

On June 8, 1995, the Registrant filed a report on Form 8-K covering
the May 24, 1995, disposition of its wholly-owned subsidiary, SL LUBE\systems,
Inc.

On July 24, 1995, the Registrant filed a report on Form 8-K/A to
submit financial statements and pro forma financial information for the Teal
Electronics Corporation acquisition and the SL LUBE\systems, Inc. disposition.
14
SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

SL INDUSTRIES, INC.
-------------------
(Registrant)

/s/ Owen Farren
-----------------
Owen Farren, President
October 25, 1995

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been `signed below by the following persons on behalf of the
registrant in the capacities and on the dates indicated.

/s/ Owen Farren /s/ J. Dwane Baumgardner
- - ----------------- ------------------------
Owen Farren J. Dwane Baumgardner
President and Chief Director
Executive Officer October 20, 1995
October 25, 1995

/s/ James E. Morris /s/ Dr. Edward A. Gaugler
- - ------------------- -------------------------
James E. Morris Dr. Edward A. Gaugler
Vice President and Director
Corporate Controller October 23, 1995
October 25, 1995

/s/ Salvatore J. Nuzzo /s/ George R. Hornig
- - ---------------------- --------------------
Salvatore J. Nuzzo George R. Hornig
Chairman of the Board Director
October 20, 1995 October 20, 1995

/s/ Warren G. Lichtenstein
--------------------------
Warren G. Lichtenstein
Director
October 24, 1995

/s/ Robert J. Sanator
---------------------
Robert J. Sanator
Director
October 23, 1995
15
COMMISSION FILE NO. 1-4987
================================================================================

SL INDUSTRIES, INC. AND SUBSIDIARIES

SUPPORTING SCHEDULES

FOR

ANNUAL REPORT
(Form 10-K)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.
16

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To SL Industries, Inc.:

We have audited in accordance with generally accepted auditing standards, the
consolidated financial statements for the years ended July 31, 1995 and 1994
included in SL Industries, Inc.'s annual report to shareholders incorporated by
reference in this Form 10-K, and have issued our report thereon dated September
15, 1995. Our audits were made for the purpose of forming an opinion on those
statements taken as a whole. The schedule listed in the index at Item 14
(a)(2) is the responsibility of the Company's management and is presented for
purposes of complying with the Securities and Exchange Commission's rules and
is not part of the basic financial statements. This schedule has been
subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, fairly states in all material
respects the financial data required to be set forth therein in relation to the
basic financial statements taken as a whole.

ARTHUR ANDERSEN LLP

Philadelphia, PA
September 15, 1995
17
[COOPERS & LYBRAND LETTERHEAD]

REPORT OF INDEPENDENT ACCOUNTANTS

To the Shareholders of
SL Industries, Inc.:

We have audited the consolidated balance sheet of SL Industries, Inc. and
subsidiaries as of July 31, 1993, and the related consolidated statements of
operations, shareholders' equity, and cash flows for the period ended July 31,
1993 that are incorporated by reference in this Form 10-K from the 1995 Annual
Report to Shareholders of SL Industries, Inc. In connection with our audit of
such consolidated financial statements, we have also audited the related
consolidated financial statement schedule listed in Item 14(a) of this Form
10-K. These financial statements and consolidated financial statement schedule
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated financial statements and consolidated
financial statement schedule based on our audits.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly in all material respects, the consolidated financial position of SL
Industries, Inc. and subsidiaries as of July 31, 1993, and the consolidated
results of their operations and their cash flows for the period ended July 31,
1995 in conformity with generally accepted accounting principles. In
addition, in our opinion, the financial statement schedule referred to above,
when considered in relation to the basic financial statements taken as a whole,
present fairly, in all material respects, the information required to be
included therein.

/s/ COOPERS & LYBRAND
---------------------
COOPERS & LYBRAND

2400 Eleven Penn Center
Philadelphia, Pennsylvania
September 20, 1993

18
SCHEDULE VIII

VALUATION AND QUALIFYING ACCOUNTS

FOR THE YEARS ENDED JULY 31, 1995, 1994 AND 1993
(In Thousands)

- - ---------------------------------------------------------------------------------------------------------------------
Additions
-----------------------------
Balance at Charged to Charged Balance at
Beginning Costs and to Other End of
Description of Period Expenses Accounts Deductions Period
- - ---------------------------------------------------------------------------------------------------------------------

YEAR 1995
Allowance for:
doubtful accounts $256 $ 175 $ 63 $ 41(b) $ 453
==== ====== ==== ====== ======
customer credits $528 $2,701 $--- $1,862(c) $1,367
==== ====== ==== ====== ======

YEAR 1994
Allowance for:
doubtful accounts $258 $ 50 $111 $ 163(b) $256
==== ====== ==== ====== ====
customer credits $305 $2,200 $--- $1,977(c) $528
==== ====== ==== ====== ====

YEAR 1993
Allowance for:
doubtful accounts $241 $ 83 $ 25(a) $ 91(b) $258
==== ====== ==== ====== ====
customer credits $656 $1,330 $--- $1,681(c) $305
==== ====== ==== ====== ====

- - ----------------

(a) Due to acquisitions.
(b) Accounts receivable written off, net of recoveries.
(c) Primarily for customer advertising programs.
19
INDEX TO EXHIBITS

The exhibit number, description and sequential page number in the
original copy of this document where exhibits can be found follows:

Exhibit # Description
- - --------- -----------

3.1 Articles of Incorporation. Incorporated by
reference to Exhibit 3-A to the Registrant's
report on Form 10-K for the fiscal years ended
July 31, 1985, July 31, 1986, July 31, 1987,
and July 31, 1988.

3.2 By-Laws. Incorporated by reference to Exhibit
3 to the Registrant's report on Form 10-Q
dated October 31, 1994.

10.1 Supplemental Compensation Agreement for the
Benefit of Byrne Litschgi. Incorporated by
reference to Exhibit 10.1 to the Registrants
report on Form 8 dated November 9, 1990.

10.2 Chairman's Executive Severance Agreement.
Incorporated by reference to Exhibit 10.2
to the Registrant's report on Form 8 dated
November 9, 1990.

10.3 First Amendment to Chairman's Executive
Severance Agreement and to Supplemental
Compensation Agreement. Incorporated by
reference to Exhibit 10.3.1 to the Registrant's
report on Form 8 dated November 9, 1990.

10.4 Second Amendment to Chairman's Executive
Severance Agreement and to Supplemental
Compensation Agreement. Incorporated by
reference to Exhibit 10.3.2 to the Registrant's
report on Form 8 dated November 9, 1990.

10.5 Third Amendment to Chairman's Executive
Severance Agreement and to Supplemental
Compensation Agreement. Incorporated by
reference to Exhibit 10.3.3 to the Registrant's
report on Form 8 dated November 9, 1990.

10.6 Fourth Amendment to Chairman's Executive
Severance Agreement and to Supplemental
Compensation Agreement. Incorporated by
reference to Exhibit 10.3.2 to the Registrant's
report on Form 8 dated November 9, 1990.

Exhibit # Description
- - --------- -----------

10.7 Deferred Supplemental Compensation Agreement
with Grant Heilman. Incorporated by reference
to Exhibit 10.4.5 to the Registrant's report
on Form 8 dated November 9, 1990.

10.8 Deferred Supplemental Compensation Agreement
with William Hess. Incorporated by reference
to Exhibit 10.4.6 to the Registrant's report
on Form 8 dated November 9, 1990.

10.9 Supplemental Compensation Agreement for
the Benefit of Donald J. Lloyd-Jones.
Incorporated by reference to Exhibit 10.5.1
to the Registrant's report on Form 8 dated
November 9, 1990.

10.10 Supplemental Compensation Agreement for the
Benefit of Salvatore J. Nuzzo. Incorporated by
reference to Exhibit 10.5.3 to the Registrant's
report on Form 8 dated November 9, 1990.

10.11 Supplemental Compensation Agreement for the
Benefit of Marlin Miller, Jr. Incorporated by
reference to Exhibit 10.5.4 to the Registrant's
report on Form 8 dated November 9, 1990.

10.12 Supplemental Compensation Agreement for the
Benefit of Grant Heilman. Incorporated by
reference to Exhibit 10.5.5 to the Registrant's
report on Form 8 dated November 9, 1990.

10.13 Supplemental Compensation Agreement for the
Benefit of William M. Hess. Incorporated by
reference to Exhibit 10.5.6 to the Registrant's
report on Form 8 dated November 9, 1990.

10.14 1988 Deferred Compensation Agreement with a
Certain Officer. Incorporated by reference to
Exhibit 10.6 to the Registrant's report on
Form 8 dated November 9, 1990.

10.15 Death Benefit Arrangement with Certain
Officers adopted by Board Resolution dated
September 18, 1975. Incorporated by reference
to Exhibit 10.7 to the Registrant's report on
Form 8 dated November 9, 1990.

Exhibit # Description
- - --------- -----------

10.16 Non-Qualified Stock Option Agreement dated
June 19, 1991. Incorporated by reference to
Exhibit 10-A to the Registrant's report on
Form 10-K for the fiscal year ended July 31, 1991.

10.17 Non-Qualified Stock Option Agreement dated
September 25, 1991. Incorporated by reference
to Exhibit 10-B to the Registrant's report on
Form 10-K for the fiscal year ended July 31, 1991.

10.18 Severance Pay Agreement with Owen Farren.
Incorporated by reference to Exhibit 10-C to
the Registrant's report on Form 10-K for the
fiscal year ended July 31, 1991.

10.19 Severance Pay Agreement with Ted D. Taubeneck.
Incorporated by reference to Exhibit 10-D to the
Registrant's report on Form 10-K for the fiscal
year ended July 31, 1991.

10.20 Deferred Compensation Agreement with James E.
Morris. Incorporated by reference to Exhibit
10-E to the Registrant's report on Form 10-K
for the fiscal year ended July 31, 1991.

10.21 1991 Long Term Incentive Plan of SL Industries,
Inc. Incorporated by reference to Exhibit 4.1
to Registration Statement No. 33-53274, filed
October 14, 1992.

10.22 SL Industries, Inc. Non-Employee Director
Non-Qualified Stock Option Plan. Incorporated by
reference to Exhibit 4.3 to Registration Statement
No. 33-63681, filed October 25, 1995.

10.23 Capital Accumulation Plan.

11 Statement Re Computation of Per Share Earnings
(transmitted herewith).

13 Portions of Annual Report to Shareholders
for the fiscal year ended July 31, 1995
(transmitted herewith).

17 Letter Re Director Resignation. Incorporated
by reference to the Registrant's report on
Form 8-K filed on October 20, 1992.

Exhibit # Description
- - --------- -----------

22 Subsidiaries of the Registrant (transmitted
herewith).

24 Consent of Independent Public Accountants -
Arthur Andersen LLP (transmitted herewith).

24A Consent of Independent Accountants -
Coopers & Lybrand L.L.P. (transmitted herewith).

27 Financial Data Schedule
(Schedule is furnished for the information
of the Securities and Exchange Commission
and is not to be deemed "filed" as part of
Form 10-K, or otherwise subject to the
liabilities of Section 18 of the Securities
Exchange Act of 1934).

28 Annual Report on Form 11-K (to be filed by
by amendment).