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                                                                     EXHIBIT 4.5

                                AMENDMENT NO. 1
                                       TO
                      NON-QUALIFIED STOCK OPTION AGREEMENT


        AMENDMENT NO. 1, dated as of May 2, 1996, to the Non-Qualified Stock 
Option Agreement, concerning 50,000 shares of Common Stock of the Corporation 
and dated as of September 25, 1991 (the "Option Agreement"), by and between SL
Industries, Inc., a New Jersey corporation ("SL"), and Ted D. Taubeneck
("Taubeneck") (SL and Taubeneck are herein sometimes collectively referred to
herein as the "Parties").

                              W I T N E S S E T H:

        WHEREAS, the Parties have agreed to amend the Option Agreement as 
provided herein.

        NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties, intending to be legally bound, hereby agree as
follows:

        1. Paragraph 3 of the Option Agreement is hereby amended and restated 
in its entirety as follows:

               3.  Term of Option.  The Option shall be exercisable at any time
        and from time to time following the date of this Agreement, until
        November 30, 1998, notwithstanding Taubeneck's death or disability, and
        regardless of whether Taubeneck is then employed by SL.

        2. Except as amended hereby, the Option Agreement is hereby ratified 
and confirmed in all respects.

        IN WITNESS WHEREOF, the Parties hereto have caused this Amendment 
No. 1 to be executed as of the day and year first above written.

SL INDUSTRIES, INC.


                                                 

By: /Owen Farren         /   /Ted Taubeneck           /
    ----------------------    -------------------------
    OWEN FARREN, Chief       TED TAUBENECK
    Executive Officer