SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO.____)

Filed by the Registrant [X]
Filed by a Party other than the Registrant [X]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

SL INDUSTRIES, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies;

(2) Aggregate number of securities to which transaction applies;

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement NO.:

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(4) Date Filed:

[LOGO] SL INDUSTRIES, INC.

October 15, 1999

DEAR SHAREHOLDER:

You are cordially invited to attend the Annual Meeting of Shareholders of
SL INDUSTRIES, INC., on Friday, November 19, 1999, at 9:00 in the morning.

The meeting will be held in the Grand Ballroom at the Doubletree Guest
Suites, Fellowship Road, Mt. Laurel, New Jersey. Prior to the meeting, an 8:15
a.m. continental breakfast will be served.

Your Board of Directors and Management look forward to meeting those
shareholders able to attend.

Your proxy is important to assure a quorum at the meeting.

WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE BE SURE THAT THE
ENCLOSED PROXY CARD IS PROPERLY COMPLETED, DATED, SIGNED AND RETURNED WITHOUT
DELAY IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE
UNITED STATES.

Thank you for your continued support.

Sincerely yours,

/s/ OWEN FARREN
- --------------------------------------
OWEN FARREN
President and Chief Executive Officer

SL INDUSTRIES, INC.

Corporate Office: SUITE A-114, 520 FELLOWSHIP ROAD,
MT. LAUREL, NJ 08054

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

NOTICE is hereby given that the Annual Meeting of Shareholders of SL
INDUSTRIES, INC., will be held at the Doubletree Guest Suites, Fellowship Road,
Mt. Laurel, New Jersey, on Friday, November 19, 1999, at 9:00 in the morning for
the following purposes:

1. To elect six directors for the ensuing year;

2. To ratify the appointment of Arthur Andersen LLP, to serve as the
Company's independent auditors through the fiscal year 2000;

3. To consider a shareholder proposal as described in the accompanying
Proxy Statement; and

4. To transact such other business as may properly come before the
Annual Meeting and any adjournment or postponement thereof.

The Board of Directors has fixed the close of business on September 20,
1999, as the record date for the determination of the shareholders entitled to
notice of and to vote at the Annual Meeting.

IT IS IMPORTANT THAT YOUR SHARES ARE REPRESENTED AT THE MEETING.

By Order of the Board of Directors

/s/ DAVID R. NUZZO
----------------------------------
David R. Nuzzo
Secretary

October 15, 1999
Mt. Laurel, New Jersey

SL INDUSTRIES, INC.
Suite A-114
520 Fellowship Road
Mt. Laurel, NJ 08054

PROXY STATEMENT

This Proxy Statement is furnished in connection with the solicitation of
proxies, by and on behalf of the Board of Directors of SL Industries, Inc. (the
"Company"), to be voted at the Annual Meeting of Shareholders on November 19,
1999, at 9:00 a.m., and at any adjournment or postponement thereof (the "Annual
Meeting"). The Annual Meeting has been called to consider and vote upon the
election of six Directors, the ratification of the appointment of Arthur
Andersen LLP as the Company's auditors through the fiscal year 2000, a
shareholder proposal as described in this Proxy Statement, and such other
business as may properly come before the meeting. This Proxy Statement and the
enclosed form of proxy are first being mailed to shareholders on or about
October 15, 1999.

VOTING BY SHAREHOLDERS

Only holders of record of the Company's Common Stock, par value $.20 per
share (the "Common Stock"), at the close of business on September 20, 1999, are
entitled to receive notice of and to vote at the Annual Meeting.

Shares cannot be voted at the Annual Meeting unless the owner thereof is
present in person or represented by proxy. When a proxy in the accompanying form
is returned, properly dated and executed, the shares represented thereby will be
voted at the Annual Meeting and, if a shareholder specifies a choice with
respect to any matter to be acted upon, such shares will be voted in accordance
with the specifications so made. A proxy may be revoked at any time prior to
being voted by filing a written notice of revocation with the Secretary of the
meeting or by voting the shares subject to the proxy by written ballot at the
meeting.

The proxy tabulation will be done by our transfer agent and proxies should
be returned in the enclosed business reply envelope. The cost of soliciting
proxies will be borne by the Company. In addition to solicitations by mail, a
number of directors, officers and other employees of the Company and of its
subsidiaries may (without additional compensation) solicit proxies in person or
by telephone, telex, facsimile or other electronic means. The Company has also
retained MacKenzie Partners, Inc., for a fee not-to-exceed $7,500, and
reimbursement of out-of-pocket expenses, to aid in the solicitation of proxies.

On the record date, September 20, 1999, there were 5,624,812 shares of
Common Stock of the Company outstanding. All outstanding shares are of one
class. Shareholders have the right to cast one vote for each share held on the
record date as to each matter presented at the meeting.

All shares represented by each properly executed unrevoked proxy received
prior to the Annual Meeting will be voted in accordance with the instructions
specified therein, or in the absence of appropriate instructions, for the
election of all of the nominees for director listed in Proposal 1, for Proposal
2 and against Proposal 3.

Under the By-Laws of the Company, the presence of a quorum is required for
each matter to be acted upon at the Annual Meeting. The holder of a majority of
the shares entitled to vote at the meeting must be present in person or
represented by proxy in order to constitute a quorum for all matters to come
before the meeting. Broker non-votes and abstentions will be counted only for
the purpose of determining whether a quorum is present at the meeting. Except
for the election of directors, all matters to be voted upon at the Annual
Meeting must receive the approval of a majority of votes cast at the duly
convened Annual Meeting in order to be binding on the Company. Directors shall
be elected by a plurality of the votes cast. For purposes of determining the
number of votes cast with respect to any voting matter, only votes cast "for" or
"against", in accordance with and subject to Section 402.08 of the rules of the
New York Stock Exchange (or any successor provision), are included.

IT IS IMPORTANT THAT YOUR SHARES ARE REPRESENTED AT THE MEETING.

The Board of Directors does not know of any business to properly come
before the Annual Meeting, other than that set forth in the Notice of Annual
Meeting of Shareholders. Should any matters properly come before the Annual
Meeting or any adjournment or postponement thereof, for which specific authority
has not been solicited from the shareholders, then, to the extent permissible by
law, the persons voting the proxies will use their discretionary authority to
vote thereon in accordance with their best judgment.

The enclosed proxy confers discretionary authority to vote with respect to
any and all of the following matters that may come before the Annual Meeting:
(i) approval of the minutes of a prior meeting of shareholders if such approval
does not amount to ratification of the action taken at that meeting; (ii) the
election of any person to any office for which a bona fide nominee is named in
this Proxy Statement and such nominee is unable to serve or, for good cause,
will not serve; (iii) any proposal omitted from this Proxy Statement and proxy
pursuant to Rule 14a-8 or Rule 14a-9 promulgated under the Securities Exchange
Act of 1934; and (iv) matters incident to the conduct of the Annual Meeting. In
connection with such matters, the persons named in the enclosed proxy card will
vote in accordance with their best judgment.

SECURITY OWNERSHIP OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT

The following table sets forth certain information regarding ownership of
the Company's Common Stock, as of September 20, 1999 (except as otherwise
noted), by: (i) each person or entity (including such person's or entity's
address) who is known by the Company to own beneficially more than five percent
of the Company's Common Stock, (ii) each of the Company's Directors and nominees
for Director who beneficially owns shares, (iii) each Named Executive Officer
(as defined under Executive Compensation) who beneficially owns shares, and (iv)
all executive officers and Directors as a group. The information presented in
the table is based upon the most recent filings with the Securities and Exchange
Commission by such persons or upon information otherwise provided by such
persons to the Company.

Number of Shares
Name of Beneficial Owner Beneficially Owned(1) Percentage Owned
------------------------ --------------------- ----------------

Dimensional Fund Advisors, Inc. 341,800(2) 6.08%
1299 Ocean Avenue
11th Floor
Santa Monica, CA 90401

The Gabelli Funds 680,500(3) 12.10%
One Corporate Center
Rye, NY 10580-1435

Oaktree Capital Management, LLC 472,200(4) 8.39%
333 South Grand Avenue
28th Floor
Los Angeles, CA 90071

Steel Partners II, L.P. 329,300(5) 5.85%
750 Lexington Avenue
27th Floor
New York, NY 10022

J. Dwane Baumgardner 49,641(6) *

Richard E. Caruso -0-

Owen Farren 228,479(7) 4.06%

George R. Hornig 13,171(8) *

James E. Morris 40,105(9) *

David R. Nuzzo 21,244(10) *

Walter I. Rickard 10,914(11) *

Robert J. Sanator 6,000 *

All Directors and Executive 369,554(12) 6.57%
Officers as a Group

- ----------

* Less than one percent (1%).

(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. Under such rules, shares are deemed to
be beneficially owned by a person or entity if such person or entity has or
shares the power to vote or dispose of the shares, whether or not such
person or entity has any economic interest in such shares. Except as
otherwise indicated, and subject to community property laws where
applicable, the persons and entities named in the table above have sole
voting and investment power with respect to all shares of Common Stock
shown as beneficially owned by them. Shares of Common Stock subject to
options or warrants currently exercisable or exercisable within 60 days are
deemed outstanding for purposes of computing the percentage ownership of
the person or entity holding such option or warrant but are not deemed
outstanding for purposes of computing the percentage ownership of any other
person or entity.

(2) Dimensional Fund Advisors Inc. ("Dimensional"), a registered investment
advisor, is deemed to have beneficial ownership of 341,800 shares, as of
February 11, 1999, all of which shares are held in portfolios of DFA
Investment Dimensions Group Inc., a registered open-end investment company,
or in series of the DFA

Investment Trust Company, a Delaware business trust, or the DFA Group Trust
and DFA Participation Group Trust, investment vehicles for qualified
employee benefit plans, all of which Dimensional serves as investment
manager. Dimensional disclaims beneficial ownership of all such shares.

(3) Includes the following shares deemed to be owned beneficially, as of July
29, 1999, by the following affiliates (the "Gabelli Affiliates"): 47,000
shares held by Gabelli Funds, LLC, a registered investment advisor and
wholly-owned subsidiary of Gabelli Asset Management, Inc. ("GAMI"), a
public company and subsidiary of Gabelli Group Capital Partners, Inc.
("Gabelli Partners"); 466,500 shares held by GAMCO Investors, Inc., a
registered investment advisor and wholly-owned subsidiary of GAMI; 9,000
shares held by Gabelli Advisors, Inc., an investment advisor and subsidiary
of GAMI; 1,000 shares held by Gabelli Foundation, Inc. (the "Foundation"),
a private foundation; 60,000 shares held by Gabelli Performance Partnership
LP ("GPP"), whose primary purpose is investing in securities; and 97,000
shares held by Gabelli International Limited, whose primary business
purpose is investing in a portfolio of equity securities and securities
convertible into or exchangeable for equity securities in order to achieve
its investment objective of significant long-term growth of capital. Each
of the Gabelli Affiliates claims sole voting and dispositive power over the
shares held by it. The foregoing persons do not admit to constituting a
group within the meaning of Section 13(d) of the Securities Exchange Act.
Mario J. Gabelli is the Chief Investment Officer of each of the Gabelli
Affiliates; the majority stockholder and Chairman of the Board of Directors
and Chief Executive Officer of Gabelli Partners and GAMI; the President, a
Trustee and the Investment Manager of the Foundation; and the portfolio
manager for GPP. The general partner of GPP is MJG Associates, Inc., the
sole shareholder, director and employee of which is Mario J. Gabelli.

GAMCO Investors, Inc. is a New York corporation, Gabelli Advisors, Inc. is
a Delaware corporation, and Gabelli Funds, LLC is a New York limited
liability company, each having its principal business office at One
Corporate Center, Rye, New York 10580. GPP is a New York limited
partnership having its principal business office at 401 Theodore Fremd
Ave., Rye, New York 10580. Gabelli International Limited is a corporation
organized under the laws of the British Virgin Islands, having its
principal business office at c/o MeesPierson (Cayman) Limited, British
American Centre, Dr. Roy's Drive-Phase 3, George Town, Grand Cayman,
British West Indies. The Foundation has its principal offices at 165 West
Liberty Street, Reno, Nevada 90501.

(4) Oaktree Capital Management, LLC, a California limited liability company
("Oaktree"), is deemed to have beneficial ownership of 472,200 shares as of
January 26, 1999. The principal business of Oaktree is providing investment
advice and management services to institutional and individual investors.
Oaktree's General Partner is OCM Principal Opportunities Fund, L.P., a
Delaware limited partnership.

(5) Steel Partners II, L.P., ("Steel Partners II"), is a Delaware limited
partnership. Steel Partners II is deemed to have beneficial ownership of
329,300 shares as of June 20, 1997. The principal business of Steel
Partners II is investing in the securities of microcap companies. Steel
Partners II's General Partner is Steel Partners L.L.C., a Delaware limited
liability company.

(6) Includes 47,641 shares which Mr. Baumgardner has the right to acquire at
any time upon exercise of stock options.

(7) Includes 69 shares owned jointly by Mr. Farren and his wife, who share
voting and investment power, 6,200 shares held in an IRA for Mr. Farren,
19,610 shares beneficially owned as a participant in the Company's Savings
and Pension Plan, and 202,600 shares which Mr. Farren has the right to
acquire, at any time, upon the exercise of stock options.

(8) Includes 13,171 shares which Mr. Hornig has the right to acquire at any
time upon exercise of stock options.

(9) Includes 4,316 shares owned jointly by Mr. Morris and his wife, who share
voting and investment power, 3,164 shares beneficially owned as a
participant in the Company's Savings and Pension Plan, and 32,625 shares
which Mr. Morris has the right to acquire at any time upon exercise of
stock options.

(10) Includes 1,244 shares beneficially owned by Mr. Nuzzo as a participant in
the Company's Savings and Pension Plan, and 15,500 shares which Mr. Nuzzo
has the right to acquire at any time upon exercise of stock options.

(11) Includes 10,576 shares which Mr. Rickard has the right to acquire at any
time upon exercise of stock options.

(12) Includes 322,113 shares which directors and executive officers have the
right to acquire, at any time, upon the exercise of nonqualified and
incentive stock options granted by the Company. Except for 4,385 shares, as
to which certain directors and executive officers share voting and
investment power, the directors and executive officers have sole voting and
investment power as to the shares beneficially owned by them.

ELECTION OF DIRECTORS
(Proposal 1)

At the Annual Meeting, six persons will be elected to serve as the
Company's Board of Directors until the next Annual Meeting of Shareholders and
until their successors shall have been elected and qualified. Unless otherwise
directed, it is intended that shares represented by proxy will be voted by the
proxy holders in favor of the election of all the following persons. Each of the
nominees has consented to be named as a nominee in this Proxy Statement and to
serve as a director, if elected. Each of the nominees is at present a member of
the Board of Directors of the Company. In the event that any of the nominees for
director should become unavailable to serve as such, the proxies may be voted
for such substitute or substitutes as may be nominated by the Board of the
Company.

The following table sets forth the name of each nominee for election to the
Board of Directors, his age, principal occupation and the name and principal
business of any corporation or organization in which such occupation is carried
on, and the period during which he has served as director.

SERVED
CONTINUOUSLY
PRINCIPAL OCCUPATION FOR FIVE AS DIRECTOR
NAME OF NOMINEE AGE YEARS AND DIRECTORSHIPS SINCE
--------------- --- ----------------------------- ------------

J. Dwane Baumgardner(1)(3)(4) (59) Chairman of Donnelly Corporation, 1990
Inc., a manufacturing company in
Holland, Michigan, since 1986 and
Chief Executive Officer since 1982;
Director of Walbro Corporation since
1997; Director of Westcast
Industries, Inc. since 1997.

Richard E. Caruso(2)(5) (53) Vice President and General Manager of 1999
Service Provider Applications, Nortel
Networks from July 1999 to present; Vice
President of Digital Media Projects, IBM
Global Media and Entertainment
Industries from December 1998 to July
1999; General Manager of Solutions, IBM
Global Technologies from July 1994 to
December 1998.

Owen Farren(1) (48) Chairman of the Company since June 1998 1991
and President and Chief Executive
Officer of the Company since April 1991;
from May 1990 to April 1991, Executive
Vice President of the Company.

George R. Hornig(3)(4)(5) (45) Private Investor, September 1999 to 1992
present; Executive Vice President,
Deutsche Bank North America Holding
Corp. from July 1998 to August 1999;
Managing Director, Deutsche Morgan
Grenfell, Inc. (investment bankers) from
1993 to 1998; from 1991 to 1993,
President and COO, Dubin & Swieca
Holdings, Inc. (money managers).
Director of Forrester Research, Inc.
since 1996; Director of U.S. Timberlands
Company since 1996.

Walter I. Rickard(1)(2)(4) (58) President and CEO, Listing Services 1997
Solutions, Inc. from October 1996 to
present; President and CEO, NYNEX,
Entertainment and Information Services
Group, 1994 to 1996, and Corporate Vice
President, 1992 to 1994.

Robert J. Sanator(2)(3)(5) (69) Dean, College of Management, Long Island 1993
University, from April 1991 to present.

- ----------

(1) Member of the Executive Committee.

(2) Member of the Audit Committee.

(3) Member of the Compensation Committee.

(4) Member of the Nominating Committee.

(5) Member of the Finance Committee.

THE BOARD OF DIRECTORS

The Company's Board of Directors has established the following standing
committees: the Executive Committee, the Audit Committee, the Finance Committee,
the Nominating Committee and the Compensation Committee. The Executive
Committee, which did not meet during the fiscal year 1999, has and may exercise
all the authority of the Board, except that the committee cannot make, alter or
repeal any By-Law of the Corporation, elect or appoint any director or remove
any officer or director, submit to shareholders any action that requires
shareholder approval, or amend or repeal any resolution previously adopted by
the Board which by its terms is amendable or repealable only by the Board. The
Audit Committee, which met five times during the fiscal year 1999, recommends
the selection of independent auditors, reviews the scope and results of the
annual audit, is advised of and reviews nonaudit services to be provided by the
independent auditors, and reviews reports of the independent auditors and of
quarterly financial results. The Finance Committee, which did not meet during
the fiscal year 1999, reviews the Company's financing alternatives, investing
activities, and analyses, and makes recommendations with respect to the
Company's capital structures. The Nominating Committee, which met three times
during the fiscal year 1999, recommends the number and name of persons to be
elected by the shareholders as directors of the Company. The Company will
consider nominees recommended by shareholders. Currently there are no formal
procedures for shareholders to follow in submitting such recommendations. The
Compensation Committee, which met two times during the fiscal year 1999,
recommends the compensation to be paid to executive officers and the stock
options to be granted to key employees under the Company's 1991 Long Term
Incentive Plan (see Compensation Committee Report), as well as the amendments to
be adopted for the Company's defined contribution pension plans. The Board of
Directors of the Company met eight times during the fiscal year 1999. Each
member of the Board attended at least seventy-five percent of the meetings of
the Board of Directors and all Committees in which they were a member.

Non-employee directors are paid quarterly retainer fees of $4,375, $1,000
for each Board meeting attended, and $750 for each Committee meeting attended.
Mr. Farren does not receive director's retainer, Board meeting or Committee
meeting fees.

In fiscal year 1993, the Board of Directors adopted a Non-Employee Director
Non-Qualified Stock Option Plan (the "Directors' Plan"), which was approved by
the shareholders at the Company's 1993 Annual Meeting. Under the Directors'
Plan, non-employee Directors have the right annually to elect to receive
non-qualified stock options in lieu of all or a stated percentage of retainer
and/or regular quarterly Board meeting attendance fees payable for the upcoming
fiscal year. The number of shares covered by such options is determined at the
time such fees would otherwise be payable, based upon the fair market value of
the Company's Common Stock at such times, except, with respect to an election to
defer all such fees, such determination shall be based upon 133% of fair market
value at such times. Elections are irrevocable. Under the Directors' Plan, Mr.
Baumgardner, Mr. Hornig and Mr. Rickard, elected for fiscal year 1999 to receive
non-qualified stock options in lieu of all such fees. In accordance with such
elections, Messrs. Baumgardner, Hornig and Rickard were granted options to
acquire 6,648 shares, 6,367 shares and 6,648 shares, respectively, during fiscal
year 1999. Messrs. Baumgardner, Hornig, and Rickard have made the same elections
for fiscal year 2000. Mr. Caruso has also elected to receive non-qualified stock
options in lieu of all his fees, effective February 1, 2000.

A $50,000 life insurance policy is maintained on each director's life for
which the director designates the beneficiary. On May 28, 1998, the Board
terminated its retirement plan. The plan provided that, upon the retirement of a
nonemployee director who had attained the age of sixty and had completed ten
years of service with the Board, the Company would pay $10,000 per year to the
retired director for life with a term certain of 10 years. Mr. Farren was
ineligible for these benefits. If the retired director died after becoming
eligible for retirement benefits and before the guaranteed retirement payments
had been made, the unpaid balance of the benefits guaranteed would continue to
be paid by the Company to the beneficiary designated by him. In consideration of
the termination of the plan, the Board agreed to pay each director a benefit
based on years of service and a retirement age of either 65, 70 or 80, dependent
upon the age of the director on the termination date. Each director's benefit
was based on 10 years certain or life expectancy, whichever was greater, and
discounted at 8%. Mr. Baumgardner, Mr. Hornig, Mr. Rickard and Mr. Sanator
received a benefit of $32,991, $6,548, $4,094 and $26,204, respectively. Mr.
Gaugler, a former director, and Mr. Nuzzo, a retired director, received payment
for their benefits in the amounts of $23,575 and $83,851, respectively.

EXECUTIVE OFFICER COMPENSATION

The following table sets forth certain information regarding compensation
awarded to, earned by or paid to the Chief Executive Officer and the Company's
other executive officers whose total annual salary and bonus exceeded $100,000
during fiscal 1999 (the "Named Executive Officers") for services in all
capacities during fiscal 1999, 1998, and 1997.

SUMMARY COMPENSATION TABLE

LONG-TERM
COMPENSATION
AWARDS
---------------
ANNUAL COMPENSATION SECURITIES ALL OTHER
NAME AND --------------------- UNDERLYING COMPENSATION
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) OPTIONS/SARS(#) ($)(2)(3)
- ------------------ ---- --------- --------- --------------- -------------

Owen Farren ................. 1999 252,231 238,275(1) 24,000 29,149
President & CEO 1998 237,289 163,000 20,000 28,276
1997 218,810 100,000 17,000 26,530

James E. Morris ............. 1999 105,262 38,500 5,000 8,502
Vice President/ 1998 100,567 54,000 5,500 7,017
Corporate Controller 1997 91,350 35,500 4,500 4,656
& Treasurer

David R. Nuzzo .............. 1999 155,708 58,000 7,500 8,298
Vice President-- 1998 98,077 65,000 25,000 2,450
Finance and Administration &
Secretary

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

(1) Includes $121,275, received under the terms of a special incentive program
for senior executives that was based on the Company's performance during
the three years ended July 31, 1998; and $117,000, which was based on the
performance of the Company and the achievement of individual goals during
fiscal 1999.

(2) Includes Company matching contributions and profit sharing contributions
made to the SL Industries, Inc. Savings and Pension Plan for Messrs. Farren
and Morris in fiscal year 1997 in the amounts of $5,558 and $4,057,
respectively, in fiscal year 1998, for Messrs. Farren, Morris and Nuzzo in
the amounts of $7,353, $6,448, and $2,000, respectively, and in fiscal year
1999, for Messrs. Farren, Morris and Nuzzo in the amounts of $8,249, $7,882
and $7,398, respectively. The Company's contribution to the plan is based
on a percentage of the participant's elective contributions up to the
maximum defined under the plan and a fixed percentage, determined annually
by the Board of Directors, of the participant's total fiscal 1997 and 1998
calendar year earnings and fiscal year 1999 earnings. Under the plan,
benefits are payable at retirement as a lump sum or as an annuity.

(3) Includes premiums paid for group term life insurance for Messrs. Farren,
Morris, and Nuzzo and premiums paid for an ordinary whole life insurance
policy on Mr. Farren's life in the face amount of $1,000,000 of which he is
the owner with the right to designate beneficiaries.

Mr. Morris is scheduled to receive a $30,000 per year annuity, payable at
age 65 for life with a term certain of 10 years. This agreement is funded by the
purchase of a life insurance policy and provides both a death and retirement
benefit, and the Company is both owner and beneficiary of the policy. If the
participant dies after becoming eligible for retirement benefits and before the
guaranteed retirement benefits have been paid, the unpaid balance of the
benefits guaranteed will continue to be paid by the Company to the designated
beneficiary.

Pursuant to a standing resolution of the Board of Directors, upon the death
of any executive officer, having more than five (5) years of service, the
Company will pay his spouse, over a 36-month period, an amount equal to the
officer's salary at his death.

SENIOR EXECUTIVE SEVERANCE AGREEMENTS

On May 1, 1991, the Company entered into a Severance Pay Agreement with Mr.
Farren, providing for payment equal to his annual base salary or $135,000,
whichever is greater, and to continue for a limited time certain fringe

benefits in the event of involuntary termination of his employment, or voluntary
termination for "good reason". Good reason is defined to include (i) a demotion
in position, authority or similar action which would substantially alter the
officer's standing in the Company, (ii) a reduction in salary or failure to
increase compensation commensurate with other executive officers, (iii) a
relocation of the officer's place of employment, (iv) a change of control of the
Company, (v) incurring any serious illness or disability, or (vi) any other
circumstance as determined by the Board of Directors in good faith.

On December 1, 1997, the Company entered into a Severance Pay Agreement
with Mr. Nuzzo providing for payment of his annual base salary for a period not
greater than 24 months, or until he secures new employment, whichever comes
first, but, in any event, not less than 12 months in the event of termination of
his employment within six months of a change in control of the Company.

STOCK OPTION GRANTS IN LAST FISCAL YEAR

STOCK OPTIONS

The following table sets forth information concerning options to purchase
Common Stock granted under the Company's 1991 Long Term Incentive Plan in fiscal
year 1999 to the Named Executive Officers. Twenty percent of the options granted
were exercisable on the date of grant with the balance exercisable in twenty
percent increments, one, two, three and four years after the date of grant. The
material terms of such options appear in the following table.

POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
PRICE APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM (1)
- ------------------------------------------------------------------------------------------- -----------------------
NUMBER OF % OF TOTAL
SECURITIES STOCK OPTIONS
UNDERLYING GRANTED TO
STOCK OPTIONS EMPLOYEES IN EXERCISE EXPIRATION
NAME GRANTED (#) FISCAL YEAR PRICE($/SH) DATE 5% ($) 10% ($)
---- ---------------- -------------- ----------- ---------- ------- -------

Owen Farren .......... 24,000 13.79% 11.125 9/11/08 167,915 425,529
James E. Morris ...... 5,000 2.87% 11.125 9/11/08 34,982 88,652
David R. Nuzzo ....... 7,500 4.31% 11.125 9/11/08 52,473 132,978

- ----------

(1) The Potential Realizable Value, determined in accordance with SEC rules,
assumes annualized market appreciation rates of 5% and 10%, respectively,
from a market value of $11.125/share on September 11, 1998 (the date of the
grant) to September 11, 2008 (the date of expiration of such options) for
all optionees. These assumptions are not intended to forecast future price
appreciation of the Company's stock price. The real value of the options in
this table depends on the actual performance of the Company's Common Stock
during the applicable period, which may increase or decrease in value over
the time period set forth above. The Potential Realizable Value does not
assume future dividends, stock or cash. The option grant does not accrue
cash dividends unless the options are exercised, should dividends be
declared.

AGGREGATED STOCK OPTION EXERCISES IN LAST
FISCAL YEAR AND FISCAL YEAR-END STOCK OPTION VALUES

The following table sets forth the number of shares received upon exercise
of stock options by each of the Named Executive Officers during the last
completed fiscal year and the aggregate options to purchase shares of Common
Stock of the Company held by the Named Executive Officers at July 31, 1999.

NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
AT FISCAL YEAR END (#) AT FISCAL YEAR END ($)(1)
--------------------- ------------------------
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME UPON EXERCISE (#)REALIZED ($) UNEXERCISABLE UNEXERCISABLE
---- --------------- -------------- --------------------- ------------------------

Owen Farren ............. N/A N/A 202,600/19,400 1,373,338/23,663
James E. Morris ......... N/A N/A 32,625/ 4,375 200,883/ 5,367
David R. Nuzzo .......... N/A N/A 15,500/17,000 3,563/ 5,344

- ----------

(1) Computed by multiplying the number of options by the difference between (i)
the per share closing price of $12.3125 at fiscal year end and (ii) the
exercise price per share.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During fiscal year 1999, the Compensation Committee members were J. Dwane
Baumgardner (Chairman), George R. Hornig and Robert J. Sanator, all of whom are
non-employee directors of the Company.

The following report and performance graph shall not be deemed incorporated
by reference into any existing or future filing under the Securities Act of 1933
or under the Securities Exchange Act of 1934, except to the extent that the
Company specifically incorporates this information by reference, and shall not
otherwise be deemed filed under such Acts.

BOARD COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION

The Compensation Committee of the Board of Directors (the "Compensation
Committee") is responsible for the establishment of the level and manner of
compensation of the Company's executive officers (including its Named Executive
Officers). In addition, the Compensation Committee seeks to ensure that sound
compensation policies and practices exist and are being followed. During fiscal
year 1999, the members of the Compensation Committee were J. Dwane Baumgardner
(Chairman), George R. Hornig and Robert J. Sanator, all of whom were (and are)
non-employee directors of the Company.

The following describes the Compensation Committee's compensation policies
applicable to its executive officers (including its Named Executive Officers),
including the relationship of corporate performance to executive compensation,
with respect to compensation reported for the last fiscal year.

The Compensation Committee believes that executive compensation should be
linked to value delivered to shareholders. The Company's compensation programs
have been designed to provide a correlation between the financial success of the
executive and the shareholders. Both long and short-term incentives are intended
to align the interests of executives and shareholders and to reward the
executive for building value within the Company.

The functions of the Compensation Committee are to oversee general
compensation policies for the Company's employees, to review and approve
compensation packages annually for the Company's executive officers and
subsidiary presidents, to approve cash incentive programs for all subsidiaries,
and to grant stock options to officers of the Company and other key employees as
appropriate. The Company seeks to provide executive compensation that will
support the achievement of the Company's financial goals, while attracting and
retaining talented executives and rewarding superior performance. In performing
this function, the Compensation Committee reviews executive compensation
surveys, the compensation levels of executive officers of companies in competing
businesses, and

recommendations by management. The Compensation Committee may also from time to
time consult with independent compensation consultants and others.

The Committee's current philosophy is to balance short-term performance of
executives with achievement of long-range strategic goals resulting in
continuously improving shareholder value, and to engender and preserve a sense
of fairness and equity among employees, shareholders, and customers. In keeping
with that philosophy, it has set the following objectives: (1) to link a
significant portion of annual compensation directly to operating performance;
(2) to promote achievement of the Company's long-term strategic goals and
objectives; (3) to align the interest of Company executives with long-term
shareholder interest; (4) to see that management aligns the interest of Company
employees with long-term shareholder interest; and (5) to attract, retain, and
motivate executives critical to the Company's long-term success.

The Company's executive compensation program consists of base salary,
annual cash bonus incentive, and stock options. (Along with all other employees,
executives also participate in one of the Company's defined contribution pension
plans.) Salary levels of executive officers are reviewed annually by the
Compensation Committee. Bonus payments are based on the achievement of the
Company performance targets and the achievement of individual performance goals.
Bonus amounts are calculated after fiscal year-end financial results become
available to the Compensation Committee and are determined in accordance with
guidelines established by the Compensation Committee. The Company seeks to
provide an overall level of compensation that is competitive with other
companies in competing businesses and in the Company's geographic markets.
Compensation in any particular case will vary on the basis of the Company's
annual and long-term performance as well as individual performance.

The Compensation Committee believes stock options and stock ownership
contribute to the aligning of the executive's interests with those of the
shareholders. The Company's 1991 Long Term Incentive Plan encourages stock
ownership by authorizing the grant of stock options to officers and key
employees of the Company. From time to time, the Compensation Committee provides
long term incentive compensation in the form of stock options where appropriate
as compensation for its executive officers. In determining whether individual
stock option grants will be made, the Compensation Committee evaluates each
participant's job responsibilities and performance during the last completed
fiscal year, as well as the perceived potential that the individual has in
contributing to the success of the Company.

The salary for the Company's chief executive officer, Owen Farren, for
fiscal year 1999 was established by the Compensation Committee based, in large
part, on the performance of the Company during fiscal year 1998. Based on the
above considerations, effective October 1, 1998, the Compensation Committee
increased Mr. Farren's annual base salary by approximately 6%, from $240,000 to
$255,000. The increase was reviewed and ratified by the Board of Directors.
Under the Company's executive compensation program, applicable in fiscal 1999,
the Compensation Committee awarded Mr. Farren an incentive cash bonus of
$117,000. The Compensation Committee based the award on the performance of the
Company and the achievement of individual goals during fiscal 1999. In addition,
Mr. Farren received a cash payment of $121,275 under the terms of a special
incentive program for senior executives that was based on the Company's
performance during the three fiscal years ended July 31, 1998. The bonuses were
reviewed and ratified by the Board of Directors. Options were granted to Mr.
Farren in September 1998 in large part to recognize his efforts in making
significant progress toward the Board's directives to him of developing and
executing an overall plan for reassessing the Company's strategic direction,
successfully managing operations during a slowdown in the semiconductor market
and other segments of the electronics industry and achieving financial and other
targets during fiscal year 1998.

Respectfully submitted,

Compensation Committee:
J. Dwane Baumgardner, Chairman
George R. Hornig
Robert J. Sanator

PERFORMANCE GRAPH

The following Performance Graph summarizes the cumulative total shareholder
return on an investment of $100 on July 31, 1994 in the Company's Common Stock
for the period from that date to September 30, 1999, as compared to the
cumulative total return on a similar investment of $100 on that date in stocks
comprising the Russell 3000 Stock Index, the S&P Electrical Equipment Group and
the Russell 2000 Stock Index. Management believes that the Russell 2000 Stock
Index presents a better comparison for SL Industries since it measures the
performance of small cap companies. The Russell 3000 Stock Index, which measures
the performance of large cap companies, will not be included in the next
performance graph. The graph assumes the reinvestment of all dividends. The
Performance Graph is not necessarily indicative of future performance.

[GRAPHICAL REPRESENTATION OF DATA POINTS BELOW:]

Russell 3000 Rusell 2000 X S&P Electrical
SL Industries Stock Index Stock Index Equipment Grooup
- ------------- ------------- -------------- ----------------
1 100.0000 1 100.0000 1 100.000 1 100.0000
2 94.2857 2 104.0750 2 105.429 2 100.3780
3 94.2857 3 101.6150 3 104.946 3 98.0197
4 94.2857 4 103.0930 4 104.495 4 99.1612
5 103.5430 5 99.0441 5 100.078 5 93.3013
6 103.5430 6 100.3310 6 102.590 6 102.0450
7 117.9240 7 102.3460 7 101.139 7 103.7320
8 109.2950 8 106.2690 8 105.122 8 110.2490
9 109.2950 9 108.6570 9 106.851 9 109.7740
10 109.2950 10 111.3460 10 109.055 10 114.3280
11 112.1710 11 115.0740 11 110.731 11 116.6440
12 118.6140 12 118.1320 12 116.213 12 116.1730
13 133.0790 13 122.7290 13 122.806 13 119.4370
14 162.0090 14 123.4870 14 125.096 14 119.2040
15 164.9020 15 128.0610 15 127.174 15 126.5940
16 185.1540 16 126.7620 16 121.384 16 125.8900
17 180.0620 17 132.0490 17 126.436 17 134.8040
18 168.4450 18 134.0250 18 129.464 18 143.0850
19 162.6370 19 137.7000 19 129.222 19 152.6030
20 182.9660 20 139.4220 20 133.135 20 149.7710
21 171.3490 21 140.5640 21 135.528 21 154.8050
22 180.062 22 143.070 22 142.703 22 155.754
23 238.146 23 146.395 23 148.263 23 162.320
24 212.705 24 145.664 24 142.018 24 169.416
25 198.137 25 137.864 25 129.476 25 160.545
26 218.533 26 141.711 26 136.802 26 161.891
27 221.447 27 149.187 27 141.928 27 177.993
28 198.836 28 151.700 28 139.544 28 183.905
29 178.367 29 162.022 29 145.091 29 200.099
30 181.292 30 159.744 30 148.574 30 193.723
31 163.747 31 168.443 31 151.377 31 201.335
32 169.595 32 168.264 32 147.525 32 199.786
33 160.823 33 160.460 33 140.359 33 192.728
34 166.671 34 168.119 34 140.539 34 210.660
35 198.836 35 179.251 35 156.011 35 228.504
36 229.012 36 186.472 36 162.407 36 243.886
37 240.756 37 200.712 37 169.827 37 263.187
38 240.765 38 192.231 38 173.494 38 239.087
39 317.094 39 202.891 39 185.946 39 258.332
40 288.673 40 195.784 40 177.522 40 243.636
41 306.347 41 203.024 41 176.153 41 271.271
42 278.363 42 206.821 42 179.063 42 272.637
43 282.781 43 207.667 43 176.207 43 286.408
44 315.183 44 222.257 44 189.228 44 292.134
45 337.276 45 232.989 45 196.952 45 319.007
46 341.694 46 234.962 46 197.857 46 314.761
47 303.401 47 228.895 47 187.093 47 306.358
48 324.963 48 236.364 48 187.409 48 326.056
49 345.642 49 231.870 49 171.986 49 318.229
50 273.264 50 196.012 50 138.470 50 286.955
51 242.245 51 208.984 51 148.976 51 289.752
52 281.595 52 224.732 52 154.949 52 319.879
53 290.488 53 238.230 53 162.972 53 331.580
54 302.344 54 252.988 54 172.892 54 365.855
55 311.237 55 261.504 55 175.047 55 371.892
56 299.380 56 251.906 56 160.723 56 358.674
57 278.631 57 260.799 57 162.923 57 389.360
58 269.738 58 272.495 58 177.338 58 383.328
59 286.041 59 266.889 59 179.743 59 374.383
60 305.012 60 280.302 60 187.528 60 415.131
61 293.109 61 271.307 61 182.238 61 401.634
62 351.136 62 267.921 62 175.297 62 415.439
63 339.233 63 260.807 63 175.080 63 431.441

APPOINTMENT OF INDEPENDENT AUDITORS
(Proposal 2)

The Board of Directors of the Company has appointed Arthur Andersen LLP,
certified public accountants, as the Company's independent auditors through the
fiscal year ending December 31, 2000. The submission of the appointment of
Arthur Andersen LLP for ratification by the shareholders is not required by law
or by the Company's By-Laws and is being done for the sole purpose of
ascertaining the views of the shareholders of the Company with respect to such
appointment. If such appointment is not ratified, the Board of Directors may
appoint another firm as the Company's independent auditors through the fiscal
year ending December 31, 2000. Representatives of Arthur Andersen LLP are
expected to be present at the Meeting, will be given an opportunity to make a
statement if they desire to do so, and will be available to answer appropriate
questions from shareholders.

SHAREHOLDER VALUE PROPOSAL
(Proposal 3)

Edward A. Gaugler, P.O. Box 94, Haddonfield, NJ 08033; William M. Hess, 33
E. Main Street, Moorestown, NJ 08057; John C. Instone, 465 Pelham Road, Cherry
Hill, NJ 08034, who own 180,540, 12,715 and 123,666 shares, respectively, of the
Company's common stock, have advised the Company of their intention to present
the following resolution for consideration and action by the shareholders at the
1999 Annual Meeting:

PROPOSAL: "RESOLVED, that whenever a cash offer is received by an
officer or director of SL Industries, Inc. to buy SL Industries, Inc. for
20% or more over the then current market value, we request such offer be
promptly presented to the shareholders for acceptance or rejection."

SUPPORTING STATEMENT: For many years SL Shareholders have not received
the value they should expect from SL Industries, Inc. This is during a time
of great economic expansion, when the stock market continues to reach new
highs. SL stock price has decreased 25% in recent years from 161/4 in
October of 1997 to 121/16 on May 28, 1999. During the same period the Dow
Jones Averages have increased 43% from 7400 to 10,560. The only increase at
SL Industries has been the Directors' Fees and corporate office increases.
Serious action is required to correct this problem.

Legitimate requests from sizable shareholders or other entities to purchase
the company for cash at a premium over the current market price must not be
ignored. Opposition to the following Resolution by management and/or the
Board of Directors could only be self serving and not in the best interest
of shareholders.

STATEMENT OF THE COMPANY IN OPPOSITION TO SHAREHOLDER PROPOSAL

The Board of Directors continues its unqualified commitment to maximizing
shareholder value. As part of its regular duties, the Board reviews all bona
fide offers to acquire the Company and determines whether to pursue an offer
based upon what is in the best interest of the corporation and all of its
shareholders.

In evaluating prospects to acquire SL Industries, the Board considers,
among other relevant factors, the financial strength of the potential acquiror,
the likelihood of successfully completing the transaction on the proposed terms,
short-term fluctuations in market price that might not properly reflect fair
market value, and the full valuation of the Company's assets and long-term
business prospects. As the foregoing items would indicate, the consideration of
a proposed acquisition is a highly complex process, involving an in depth
understanding and analysis of the market, the business and the industry, as well
as the terms of the offer itself. In the course of undertaking this process,
confidential and proprietary business information must be discussed and
reviewed. Much of this information would place the Company at a competitive
disadvantage if made public.

In recognition of the complexity and sensitivity of these matters, New
Jersey law specifically provides for a procedure of Board review and acceptance
of offers to acquire some or all of a business. Although New Jersey law provides
that shareholders have the right to approve or reject a proposed acquisition of
the corporation, such shareholder action may only occur after the Board of
Directors approves or recommends the consummation of the acquisition to its
shareholders. Implicit in such an approval or recommendation is the
determination by the Board that the proposed acquisition is in the best
interests of shareholders. The Board may not delegate this determination to the
corporation's shareholders.

The Board believes that the highest value for the Company's shares will be
realized by developing SL Industries into a world leader in the design and
manufacture of power and data quality systems and products. The Board believes
that the Company is well on its way to successfully implementing this strategy.

More important, however, in light of the risks which exist with respect to
the proponents' extremely simplistic and rigid procedure, the Board is concerned
that adoption of the shareholder proposal would create an incentive for abuse by
self-interested parties.

THEREFORE, THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THIS PROPOSAL.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act requires the Company's
executive officers and directors, and persons who own more than ten percent
(10%) of the Company's Common Stock (collectively, the "Reporting Persons") to
file initial reports of ownership and reports of changes in ownership of the
Common Stock with the Securities and Exchange Commission ("SEC") and the New
York Stock Exchange. Reporting Persons are required to furnish the Company with
copies of all forms that they file under Section 16(a). Based solely upon a
review of the copies of such forms received by the Company or written
representations from Reporting Persons, the Company believes that, with respect
to fiscal 1999, all Reporting Persons complied with all applicable filing
requirements under Section 16(a).

SUBMISSION OF SHAREHOLDER PROPOSALS FOR 2001 ANNUAL MEETING

As previously reported in the Company's Report on Form 8-K filed with the
Securities and Exchange Commission on October 5, 1999, the Board of Directors of
the Company has determined to change the Company's fiscal year to a calendar
year basis, commencing January 1, 2000. As a result of this change, the Company
anticipates that its next annual meeting will be held on or about April 20,
2001. Any shareholder who, in accordance with and subject to the provision of
the proxy rules of the Securities and Exchange Commission, wishes to submit a
proposal for inclusion in the Company's Proxy Statement for its 2001 Annual
Meeting of Shareholders must deliver such proposal in writing to the Secretary
of the Corporation at the Company's principal executive offices at Suite A-114,
520 Fellowship Road, Mt. Laurel, New Jersey 08054, on or before November 16,
2000. With respect to shareholder proposals, the Company's By-Laws require
written notice 60 calendar days in advance of the Annual Meeting to raise
business at the Annual Meeting, including the nomination of Directors. The
complete text of such By-Law provision was included as an exhibit to the
Company's October 31, 1995 Form 10-Q. Any shareholder wishing an additional copy
of such provision should call the Secretary of the Company.

The Company will confirm with shareholders the exact meeting date publicly
and in its Quarterly Reports on Form 10-Q commencing no later than its Form 10-Q
to be filed for the period ending June 30, 2000.

OTHER MATTERS

The Board of Directors does not know of any matters other than those
described in this proxy statement that will be presented for action at the
meeting. If other matters properly come before the meeting, the persons named as
proxies intend to vote the shares they represent in accordance with their
judgment.

The Annual Report of the Company for its fiscal year ended July 31, 1999,
was mailed on October 15, 1999, to all shareholders of record. Copies of the
Company's Form 10-K Report for that year, as filed with the Securities and
Exchange Commission, will be available without charge to shareholders by
writing: David R. Nuzzo, Secretary, SL Industries, Inc., Suite A-114, 520
Fellowship Road, Mt. Laurel, New Jersey 08054.

By Order of the Board of Directors

/s/ DAVID R. NUZZO
---------------------------
David R. Nuzzo
Secretary

ANNEX I

SL INDUSTRIES, INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF SL INDUSTRIES, INC.
FOR THE ANNUAL MEETING OF SHAREHOLDERS, TO BE HELD NOVEMBER 19, 1999.

The undersigned shareholder of SL Industries, Inc., a New Jersey
corporation, does hereby constitute and appoint J. Dwane Baumgardner and Walter
I. Rickard, and each of them, attorneys-in-fact and agents with full powers of
substitution, for and in the name, place and stead of the undersigned, to vote
as specified below all of the common shares of the Company which the undersigned
is entitled to vote at the Annual Meeting of Shareholders of the Company to be
held at the Doubletree Guest Suites, Fellowship Road, Mount Laurel, New Jersey,
on November 19, 1999, at 9:00 in the morning, and at any adjournment or
postponement thereof. This proxy revokes all prior proxies given by the
undersigned.

This proxy, when properly executed, will be voted in the manner directed
below. With respect to the election of directors, where no vote is specified or
where a vote FOR Proposal (1) is marked, this proxy will be voted for the
election of the six (6) nominees for director listed below. Where no vote is
specified, this proxy will be voted FOR management Proposal (2) and AGAINST
Proposal (3), as recommended by the Board of Directors. The individuals named
above are authorized to vote in their discretion on any other matters that
properly come before the meeting.

(Continued and to be signed on the other side)

(Continued from other side)

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2.

1. ELECTION OF DIRECTORS
NOMINEES: J. DWANE BAUMGARDNER; RICHARD E. CARUSO; OWEN FARREN; GEORGE R.
HORNIG; WALTER I. RICKARD; ROBERT J. SANATOR.

[ ] FOR the election as directors for the ensuing year of all nominees listed
above (except as stricken out above) (TO WITHHOLD AUTHORITY TO VOTE FOR
ANY SPECIFIC NOMINEES, CHECK THE FOREGOING BOX AND STRIKE OUT OR LINE
THROUGH SUCH NOMINEE'S NAME ON THE LIST ABOVE.
[ ] WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES LISTED ABOVE.

2. RATIFICATION OF APPOINTMENT OF ARTHUR ANDERSEN LLP AS AUDITORS THROUGH THE
FISCAL YEAR ENDING DECEMBER 31, 2000.

[ ] FOR [ ] AGAINST [ ] ABSTAIN
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(3) SHAREHOLDER PROPOSAL.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST PROPOSAL 3.

(4) Upon all other matters properly coming before the meeting and any
adjournment or postponement thereof.

Dated ___________________, 1999
Signature:_____________________
Signature:_____________________
Title:_________________________
Please sign exactly as your
name appears hereon. Executors,
administrators or trustees
should indicate their
capacities. If stock is held in
joint names, both registered
holders should sign. This proxy
shall vote all shares held in
all capacities to which the
signatory is entitled.