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                                                                       EXHIBIT 4


                         [GIANT GROUP, LTD. LETTERHEAD]

                                January 16, 1996



Dear Stockholders:

         On January 4, 1996, your Board of Directors adopted a Stockholders
Rights Plan (the "Plan").  The Plan provides for a dividend of rights to
purchase shares of a newly authorized series of preferred stock of the Company
(the "Preferred Stock") or, after certain events, shares of Common Stock of the
Company (the "Common Stock").  Each stockholder will receive one Right for each
share of Common Stock owned as of the close of business on January 16, 1996.
You should note, however, that you will not actually receive a certificate for
the Rights at this time, but you may if certain events occur as outlined in the
enclosed summary description of the Plan.  You are urged to read this document
carefully.

         The Board of Directors believes that the Plan is in the best interest
of the stockholders as it contains provisions to protect you and the Company
from coercive or unfair takeover tactics that could impair the Board's ability
to represent your interests fully.

         The Plan is not intended, nor will it operate, to prevent an
acquisition of the Company if the terms are favorable and fair to all
stockholders.  The Plan is designed to deal with the very serious problem of
unilateral actions by hostile acquirors that are calculated to deprive your
Board of the ability to determine the destiny of the Company or which would
enrich a small group of stockholders at the expense of the other stockholders.
The Plan should not affect any prospective offer at a fair price to all
stockholders and certainly will not interfere with a merger or other business
combination approved by your Board of Directors.

         The Board of Directors believes that the adoption of the Plan will
permit the Company to review acquisition prospects for the Company without the
threat of hostile acquirors who have only their own interests in mind.

                                   Sincerely,



                                 Burt Sugarman
                      Chairman and Chief Executive Officer