Exhibit 4.6


                          FIRST AMENDMENT TO 
                      SAFEGUARD SCIENTIFICS, INC.
                          STOCK SAVINGS PLAN
                      ---------------------------


     WHEREAS, Safeguard Scientifics, Inc. (the "Company") established the 
Safeguard Scientifics, Inc. Stock Savings Plan (the "Plan") for the benefit 
of certain of its employees effective January 1, 1981; and

     WHEREAS, the Company most recently amended and restated the Plan 
generally effective January 1, 1989; and

     WHEREAS, the Company reserved to itself the right to amend the Plan in 
Section 16.1 thereof, subject to certain inapplicable limitations; and 

     WHEREAS, the Company desires to amend the Plan (i) to clarify 
readmission after a Break in Service; (ii) to clarify in Section 10.2, as 
provided in Section 2.1, that participation commencing on the first Entry 
Date following date of hire is for the sole purpose of making Deferral Amount 
Contributions under the Plan and does not apply to any other provisions under 
the Plan regarding participation; (iii) to provide for amendment of the loan 
provisions by the Plan Administrator; (iv) to eliminate the limit on 
amendments within any six-month period and (v) to make certain other changes;

     NOW, THEREFORE, the Plan is hereby amended, effective January 1, 1996, 
except as otherwise provided herein as follows:
 
     1.    Section 2.2 is hereby amended for clarification purposes, and to 
substitute "Break in Service" for the term "Period of Severance" to read as 
follows:

     2.2   Readmission after Breaks in Service and Employment Termination. 
The following provisions apply separately to participation for the purpose of 
making Deferral Amount Contributions and participation for all other purposes 
(including the right of an Eligible Employee to have Employer Matching 
Contributions allocated to his Matching Contribution Subaccount) under the 
Plan.

     (a)   A person described in paragraph (1) or (2) below shall be eligible 
to resume active participation under the Plan upon the first date on which he 
accrues an Hour of Service as an Eligible Employee after incurring a Break in 
Service or termination of employment.

           (1)   A person who has been an Active Participant in the Plan and 
    who experienced a Break in Service or termination of employment.

           (2)   Any person who satisfied the minimum service requirements 
    for Active Participant status, who experienced a termination of employment
    prior to the payroll period containing the Entry Date on which he would 
    have assumed Active Participant status and was not in the employ of the 
    Employer on that Entry Date, and who subsequently again becomes an 
    Eligible Employee without experiencing a Break in Service.

     (b)   With respect to a person who has previously been employed by the
Employer or an Affiliate, who has never been an Active Participant, and who 
has terminated such employment and/or has experienced a Break in Service, 
eligibility for participation in the Plan shall be determined as follows:

           (1)   For the purpose of determining eligibility to be an Active
    Participant, service prior to the occurrence of a Break in Service shall 
    be combined with service subsequent to such Break in Service except where
    the service prior to the Break in Service is Disregarded Prior Service.

           (2)   Any individual who experiences a Break in Service, whose 
    prior service is not protected under the provisions of paragraph (a) of
    this Section, and who thereafter retains or resumes a status as an 
    Employee, shall be considered a new Employee upon performance of one (1)
    Hour of Service subsequent to such Break in Service, and shall be required
    to satisfy the minimum service requirements of Section 2.1(b) without 
    regard to service prior to his Reemployment Commencement Date.

     2.    Subsection (g) is added at the end of Section 4.12 to read as 
follows:

           (g)   Amendment. Notwithstanding Section 16.1 of this Plan, the
    provisions set forth above in this Section 4.12 may be amended from time 
    to time as deemed necessary or desirable by written action of the Plan 
    Administrator. As set forth above loans shall also be subject to the 
    requirements of any written procedures and guidelines as may be adopted
    from time to time by the Plan Administrator which are consistent with 
    the provisions of this Section 4.12.

     3.    The last sentence of Section 7.4(e) is hereby amended to read as 
follows:

           The Plan Administrator and/or the Trustees may offer to all 
    Participants additional investment sub-funds and may at any time or times
    cease to offer such investment sub-funds' as deemed appropriate.

     4.    Section 10.2(a)(1) is hereby amended for clarification purposes to 
read as follows:

           (1)  Completion of twelve months, or, in the case of any Employee 
    who first became an Active Participant on or after January 1, 1985, 
    twenty-four months, of participation (whether or not successive months)
    after such Employee has become an Active Participant for purposes of 
    entitlement to Employer Matching Contributions under the Plan, where in 
    each of such months Deferral Amounts were contributed for the 
    Participant's Account.

     5.    Section 16.1(e) (limiting certain Plan amendments within a 
six-month period) is deleted, effective November 1, 1996.

     6.    Wherever the terms "Period of Severance" or "Severance from 
Service Date" appear, the term "Break in Service" shall be substituted.

     IN WITNESS WHEREOF, and as evidence of the adoption of this First 
Amendment, the Company has caused the same to be executed by its duly 
authorized officers, and its corporate seal to be affixed this 11th day of 
December, 1996.


Attest:                              SAFEGUARD SCIENTIFICS, INC.



/sig/                                   By:  /sig/
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(Corporate Seal)

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