<PAGE>   1


           As filed with the Securities and Exchange Commission on
December 28, 1995

                                                Registration No. 33-
==============================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933


                              SL INDUSTRIES, INC.
- ------------------------------------------------------------------------------
             (Exact name of Registrant as Specified in its Charter)

      NEW JERSEY                                  21-0682685
- ------------------------     -------------------------------------------------
(State of Incorporation)              (I.R.S. Employer Identification No.)

SUITE 306-C, 520 FELLOWSHIP ROAD, MT. LAUREL, NJ        08054
- ------------------------------------------------------------------------------
(Address of Principal Executive Offices)              (Zip Code)


                   NON-QUALIFIED STOCK OPTION AGREEMENT DATED
                        OCTOBER 24, 1995, DAVID V. DAY
- ------------------------------------------------------------------------------
                            (Full Title of the Plan)


                             OWEN FARREN, PRESIDENT
                              SL INDUSTRIES, INC.
                        SUITE 306-C, 520 FELLOWSHIP ROAD
                         MT. LAUREL, NEW JERSEY 08054
- ------------------------------------------------------------------------------
                    (Name and address of Agent for Service)

                                (609) 727-1500
- ------------------------------------------------------------------------------
         (Telephone Number, including Area Code, of Agent for Service)

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

                                   Copies To:

                           SUSAN E. PENDERY, ESQUIRE
                          Earp, Cohn, Leone & Pendery
                         1515 Market Street, Suite 1600
                            Philadelphia, PA  19102
<PAGE>   2

- ------------------------------------------------------------------------
                        CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------

<TABLE>
<CAPTION>
Title of          Amount       Proposed    Proposed    Amount of
Securities        to be        Maximum     Maximum     Registration
to be             Registered   Offering    Aggregate   Fee
Registered         (1)         Price per   Offering
                               Share(3)    Price(3)
- ------------------------------------------------------------------------
<S>              <C>           <C>        <C>           <C>
Common Stock,    50,000(2)     $8.375     $418,750.00   $144.40
par value $.20
per share
</TABLE>


- ---------------------------------------------------------------------------
(1)  Pursuant to Rule 416 under the Securities Act of 1933, as amended, an
     indeterminate number of additional shares of Common Stock, which may
     become issuable pursuant to the anti-dilution provisions of the
     Non-Qualified Stock Option Agreement dated October 24, 1995 between the
     Registrant and David V. Day, are also being registered hereunder.

(2)  Consists of shares of Common Stock which may be sold upon the exercise of
     the option granted under the Non-Qualified Stock Option Agreement dated
     October 24, 1995 between the Registrant and David V. Day.

(3)  The proposed maximum aggregate offering price, calculated solely for the
     purpose of determining the registration fee, has been computed pursuant to
     Rule 457(h) under the Securities Act of 1933, as amended, as follows: the
     fee is calculated on the basis of the per share price at which such option
     may be exercised.
<PAGE>   3

     PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents containing the information specified in Part I of the
instructions to SEC Form S-8 constituting the Section Section 10(a) Prospectus
will be sent or given to the optionee as specified by Rule 428(b) (1) of the
Act.  In accordance with the instructions to Part I of the Form S-8, such
documents have not been filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 of the Act.

     PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The Registrant's latest Annual Report on Form 10-K for the year ended July
31, 1995, all other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") since July 31,
1995, the description of the Registrant's capital stock as included in the
Registrant's Registration Statement on Form 8-A filed pursuant to Section 12(b)
of the Exchange Act, as amended from time to time, are incorporated herein by
reference.  All reports and documents filed by the Registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated herein by reference and to be part hereof from the date of filing
of such reports and documents.  Any statement or information contained in a
report or document incorporated by reference herein shall be deemed to be
modified or superseded for purposes hereof to the extent that a statement or
information contained herein (or in any other subsequently filed report or
document which also is incorporated by reference herein) modifies or supersedes
such statement or information.  Any such statement or information so modified
shall not be deemed to constitute a part hereof, except as so modified, and any
statement so superseded shall not be deemed to constitute a part hereof.

Item 4.  Description of Securities.

     Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not Applicable.
<PAGE>   4
Item 6.  Indemnification of Directors and Officers.

     Section 3-5 of the New Jersey Business Corporation Act authorizes and
permits, subject to the conditions and limitations set forth therein,
indemnification of officers, directors and other persons.  Pursuant to this
statutory provision, the Registrant's Certificate of Incorporation and By-laws
provide, within such limits, for broad indemnification of such persons when
acting on behalf of the Registrant and its subsidiaries.  In addition, the
Registrant has purchased insurance to indemnify officers and directors against
liabilities that may result from such capacities and from their actions
thereas.  The Registrant has also entered into written indemnity agreements
with directors and certain officers which provide for broad indemnification for
liabilities actually and reasonably incurred in such capacities.  Excluded from
the scope of the indemnity agreements are liabilities: for which payment is
prohibited by law; for which payment is actually made under an insurance
policy; for which the indemnitee is otherwise indemnified by the Registrant;
resulting from certain claims decided adversely to the indemnitee; resulting
from an accounting of profits made from the purchase or sale of the
Registrant's securities under federal or state law; or brought about or
contributed to by intentional acts of active and deliberate dishonesty of the
indemnitee material to the underlying cause of action from which the liability
arises.  The indemnification thus provided may protect officers and directors
from liabilities arising under the Securities Act.

Item 7.  Exemption from Registration Claimed.

     Not Applicable.

Item 8.  Exhibits.

4.1  Certificate of Incorporation, as amended (previously filed as 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, and
     incorporated herein by reference)

4.2  By-Laws, as amended (previously filed as Exhibit 3.2 to the Registrant's
     report on Form 8-K filed on August 26, 1992, and incorporated herein by
     reference)

4.3  NON-QUALIFIED STOCK OPTION AGREEMENT Dated October 24, 1995, Between the
     Registrant and David V. Day (filed herewith)

5    Opinion of Earp, Cohn, Leone & Pendery, A Professional Corporation, as to
     the legality of the securities being registered (filed herewith)

23.1 Consent of Earp, Cohn, Leone & Pendery, A Professional Corporation
     (contained in Exhibit 5).
<PAGE>   5
23.2 Consent of Arthur Andersen LLP (filed herewith)

23.3 Consent of Coopers & Lybrand L.L.P. (filed herewith)

Item 9.  Undertakings.

     The undersigned Registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are being made, a
     post-effective amendment to this registration statement:

          (i)  To include any prospectus required by section 10(a)(3) of the
          Securities Act of 1933 ("Securities Act");

          (ii)  To reflect in the prospectus any facts or events arising after
          the effective date of the registration statement (or the most recent
          post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set
          forth in the registration statement;

          (iii)  To include any material information with respect to the plan
          of distribution not previously disclosed in the registration
          statement or any material change to such information in the
          registration statement;

          Provided, however, that paragraphs (1)(i) and (ii) above do not apply
          if the information required to be included in a post-effective
          amendment by those paragraphs is contained in periodic reports filed
          by the registrant pursuant to section 13 or section 15(d) of the
          Exchange Act that are incorporated by reference in the registration
          statement.

     (2)  That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

     The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein,
<PAGE>   6
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
<PAGE>   7
                                   SIGNATURES

     The Registrant.  Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Township of Mt. Laurel, State of New Jersey, on
December 13, 1995.

SL INDUSTRIES, INC.

By:/Owen Farren             /
   --------------------------
   Owen Farren, President and
   Chief Executive Officer

Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.



/Owen Farren                /
- -----------------------------           --------------------------
OWEN FARREN, Director,                  GEORGE R. HORNIG,
President and Chief Executive Officer   Director
Dated: December 13, 1995                Dated: December   , 1995


/James E. Morris            /           /J. Dwane Baumgardner    /
- -----------------------------           --------------------------
JAMES E. MORRIS, Vice President,        J. DWANE BAUMGARDNER,
Corporate Controller, Treasurer         Director
and Secretary                           Dated: December 21, 1995
Dated: December 13, 1995



/Salvatore J. Nuzzo         /           /Edward A. Gaugler       /
- -----------------------------           --------------------------
SALVATORE J. NUZZO, Director            EDWARD A. GAUGLER,
Chairman of the Board                   Director
Dated: December 15, 1995                Dated: December 14, 1995


/Robert J. Sanator          /           /Warren G. Lichtenstein /
- -----------------------------           --------------------------
ROBERT J. SANATOR,                      WARREN G. LICHTENSTEIN
Director                                Director
Dated: December 15, 1995                Dated: December 15, 1995
<PAGE>   8
                              SL INDUSTRIES, INC.

                          INDEX TO EXHIBITS FILED WITH
                        FORM S-8 REGISTRATION STATEMENT


<TABLE>
<CAPTION>
Exhibit No.              Description
- -----------              -----------
<S>            <C>


4.1            Certificate of Incorporation,
               as amended (previously filed as
               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, and incorporated herein by
               reference)

4.2            By-Laws, as amended (previously
               filed as Exhibit 3.2 to the
               Registrant's report on Form 8-K
               filed on August 26, 1992, and
               incorporated herein by reference)

4.3            NON-QUALIFIED STOCK OPTION AGREEMENT
               Dated October 24, 1995 Between the
               Registrant and David V. Day (filed herewith)

5              Opinion of Earp, Cohn, Leone &
               Pendery, A Professional Corporation,
               as to the legality of the securities
               being registered (filed herewith)

23.1           Consent of Earp, Cohn, Leone &
               Pendery, A Professional Corporation
               (contained in Exhibit 5 filed herewith)

23.2           Consent of Arthur Andersen LLP (filed
               herewith)

23.3           Consent of Coopers & Lybrand L.L.P.
               (filed herewith)
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "SL INDUSTRIES, INC. FORM S-8", "secsgml_size_bytes": 16273}]
{"company-data": {"conformed-name": "SL INDUSTRIES INC", "cik": "0000089270", "assigned-sic": "3640", "irs-number": "210682685", "state-of-incorporation": "NJ", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-65445", "film-number": "95605191"}, "business-address": {"street1": "520 FELLOWSHIP ROAD", "street2": "STE 306C", "city": "MT LAUREL", "state": "NJ", "zip": "08054", "phone": "6097271500"}, "mail-address": {"street1": "520 FELLOWSHIP ROAD", "street2": "STE 306C", "city": "MT LAUREL", "state": "NJ", "zip": "08054"}, "former-company": [{"former-conformed-name": "SGL INDUSTRIES INC", "date-changed": "19841008"}, {"former-conformed-name": "GL INDUSTRIES INC", "date-changed": "19710111"}, {"former-conformed-name": "GL ELECTRONICS CO INC", "date-changed": "19670928"}]}
1

           As filed with the Securities and Exchange Commission on
December 28, 1995

                                                Registration No. 33-
==============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                              SL INDUSTRIES, INC.
- ------------------------------------------------------------------------------
             (Exact name of Registrant as Specified in its Charter)

      NEW JERSEY                                  21-0682685
- ------------------------     -------------------------------------------------
(State of Incorporation)              (I.R.S. Employer Identification No.)

SUITE 306-C, 520 FELLOWSHIP ROAD, MT. LAUREL, NJ        08054
- ------------------------------------------------------------------------------
(Address of Principal Executive Offices)              (Zip Code)

                   NON-QUALIFIED STOCK OPTION AGREEMENT DATED
                        OCTOBER 24, 1995, DAVID V. DAY
- ------------------------------------------------------------------------------
                            (Full Title of the Plan)

                             OWEN FARREN, PRESIDENT
                              SL INDUSTRIES, INC.
                        SUITE 306-C, 520 FELLOWSHIP ROAD
                         MT. LAUREL, NEW JERSEY 08054
- ------------------------------------------------------------------------------
                    (Name and address of Agent for Service)

                                (609) 727-1500
- ------------------------------------------------------------------------------
         (Telephone Number, including Area Code, of Agent for Service)

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

                                   Copies To:

                           SUSAN E. PENDERY, ESQUIRE
                          Earp, Cohn, Leone & Pendery
                         1515 Market Street, Suite 1600
                            Philadelphia, PA  19102
2

- ------------------------------------------------------------------------
                        CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------
Title of          Amount       Proposed    Proposed    Amount of
Securities        to be        Maximum     Maximum     Registration
to be             Registered   Offering    Aggregate   Fee
Registered         (1)         Price per   Offering
                               Share(3)    Price(3)
- ------------------------------------------------------------------------
Common Stock,    50,000(2)     $8.375     $418,750.00   $144.40
par value $.20
per share
- ---------------------------------------------------------------------------
(1)  Pursuant to Rule 416 under the Securities Act of 1933, as amended, an
     indeterminate number of additional shares of Common Stock, which may
     become issuable pursuant to the anti-dilution provisions of the
     Non-Qualified Stock Option Agreement dated October 24, 1995 between the
     Registrant and David V. Day, are also being registered hereunder.

(2)  Consists of shares of Common Stock which may be sold upon the exercise of
     the option granted under the Non-Qualified Stock Option Agreement dated
     October 24, 1995 between the Registrant and David V. Day.

(3)  The proposed maximum aggregate offering price, calculated solely for the
     purpose of determining the registration fee, has been computed pursuant to
     Rule 457(h) under the Securities Act of 1933, as amended, as follows: the
     fee is calculated on the basis of the per share price at which such option
     may be exercised.
3

     PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents containing the information specified in Part I of the
instructions to SEC Form S-8 constituting the Section Section 10(a) Prospectus
will be sent or given to the optionee as specified by Rule 428(b) (1) of the
Act.  In accordance with the instructions to Part I of the Form S-8, such
documents have not been filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 of the Act.

     PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The Registrant's latest Annual Report on Form 10-K for the year ended July
31, 1995, all other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") since July 31,
1995, the description of the Registrant's capital stock as included in the
Registrant's Registration Statement on Form 8-A filed pursuant to Section 12(b)
of the Exchange Act, as amended from time to time, are incorporated herein by
reference.  All reports and documents filed by the Registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated herein by reference and to be part hereof from the date of filing
of such reports and documents.  Any statement or information contained in a
report or document incorporated by reference herein shall be deemed to be
modified or superseded for purposes hereof to the extent that a statement or
information contained herein (or in any other subsequently filed report or
document which also is incorporated by reference herein) modifies or supersedes
such statement or information.  Any such statement or information so modified
shall not be deemed to constitute a part hereof, except as so modified, and any
statement so superseded shall not be deemed to constitute a part hereof.

Item 4.  Description of Securities.

     Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not Applicable.
4
Item 6.  Indemnification of Directors and Officers.

     Section 3-5 of the New Jersey Business Corporation Act authorizes and
permits, subject to the conditions and limitations set forth therein,
indemnification of officers, directors and other persons.  Pursuant to this
statutory provision, the Registrant's Certificate of Incorporation and By-laws
provide, within such limits, for broad indemnification of such persons when
acting on behalf of the Registrant and its subsidiaries.  In addition, the
Registrant has purchased insurance to indemnify officers and directors against
liabilities that may result from such capacities and from their actions
thereas.  The Registrant has also entered into written indemnity agreements
with directors and certain officers which provide for broad indemnification for
liabilities actually and reasonably incurred in such capacities.  Excluded from
the scope of the indemnity agreements are liabilities: for which payment is
prohibited by law; for which payment is actually made under an insurance
policy; for which the indemnitee is otherwise indemnified by the Registrant;
resulting from certain claims decided adversely to the indemnitee; resulting
from an accounting of profits made from the purchase or sale of the
Registrant's securities under federal or state law; or brought about or
contributed to by intentional acts of active and deliberate dishonesty of the
indemnitee material to the underlying cause of action from which the liability
arises.  The indemnification thus provided may protect officers and directors
from liabilities arising under the Securities Act.

Item 7.  Exemption from Registration Claimed.

     Not Applicable.

Item 8.  Exhibits.

4.1  Certificate of Incorporation, as amended (previously filed as 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, and
     incorporated herein by reference)

4.2  By-Laws, as amended (previously filed as Exhibit 3.2 to the Registrant's
     report on Form 8-K filed on August 26, 1992, and incorporated herein by
     reference)

4.3  NON-QUALIFIED STOCK OPTION AGREEMENT Dated October 24, 1995, Between the
     Registrant and David V. Day (filed herewith)

5    Opinion of Earp, Cohn, Leone & Pendery, A Professional Corporation, as to
     the legality of the securities being registered (filed herewith)

23.1 Consent of Earp, Cohn, Leone & Pendery, A Professional Corporation
     (contained in Exhibit 5).
5
23.2 Consent of Arthur Andersen LLP (filed herewith)

23.3 Consent of Coopers & Lybrand L.L.P. (filed herewith)

Item 9.  Undertakings.

     The undersigned Registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are being made, a
     post-effective amendment to this registration statement:

          (i)  To include any prospectus required by section 10(a)(3) of the
          Securities Act of 1933 ("Securities Act");

          (ii)  To reflect in the prospectus any facts or events arising after
          the effective date of the registration statement (or the most recent
          post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set
          forth in the registration statement;

          (iii)  To include any material information with respect to the plan
          of distribution not previously disclosed in the registration
          statement or any material change to such information in the
          registration statement;

          Provided, however, that paragraphs (1)(i) and (ii) above do not apply
          if the information required to be included in a post-effective
          amendment by those paragraphs is contained in periodic reports filed
          by the registrant pursuant to section 13 or section 15(d) of the
          Exchange Act that are incorporated by reference in the registration
          statement.

     (2)  That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

     The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein,
6
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
7
                                   SIGNATURES

     The Registrant.  Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Township of Mt. Laurel, State of New Jersey, on
December 13, 1995.

SL INDUSTRIES, INC.

By:/Owen Farren             /
   --------------------------
   Owen Farren, President and
   Chief Executive Officer

Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.

/Owen Farren                /
- -----------------------------           --------------------------
OWEN FARREN, Director,                  GEORGE R. HORNIG,
President and Chief Executive Officer   Director
Dated: December 13, 1995                Dated: December   , 1995

/James E. Morris            /           /J. Dwane Baumgardner    /
- -----------------------------           --------------------------
JAMES E. MORRIS, Vice President,        J. DWANE BAUMGARDNER,
Corporate Controller, Treasurer         Director
and Secretary                           Dated: December 21, 1995
Dated: December 13, 1995

/Salvatore J. Nuzzo         /           /Edward A. Gaugler       /
- -----------------------------           --------------------------
SALVATORE J. NUZZO, Director            EDWARD A. GAUGLER,
Chairman of the Board                   Director
Dated: December 15, 1995                Dated: December 14, 1995

/Robert J. Sanator          /           /Warren G. Lichtenstein /
- -----------------------------           --------------------------
ROBERT J. SANATOR,                      WARREN G. LICHTENSTEIN
Director                                Director
Dated: December 15, 1995                Dated: December 15, 1995
8
                              SL INDUSTRIES, INC.

                          INDEX TO EXHIBITS FILED WITH
                        FORM S-8 REGISTRATION STATEMENT
Exhibit No.              Description
- -----------              -----------
4.1            Certificate of Incorporation,
               as amended (previously filed as
               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, and incorporated herein by
               reference)

4.2            By-Laws, as amended (previously
               filed as Exhibit 3.2 to the
               Registrant's report on Form 8-K
               filed on August 26, 1992, and
               incorporated herein by reference)

4.3            NON-QUALIFIED STOCK OPTION AGREEMENT
               Dated October 24, 1995 Between the
               Registrant and David V. Day (filed herewith)

5              Opinion of Earp, Cohn, Leone &
               Pendery, A Professional Corporation,
               as to the legality of the securities
               being registered (filed herewith)

23.1           Consent of Earp, Cohn, Leone &
               Pendery, A Professional Corporation
               (contained in Exhibit 5 filed herewith)

23.2           Consent of Arthur Andersen LLP (filed
               herewith)

23.3           Consent of Coopers & Lybrand L.L.P.
               (filed herewith)