8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549




                                    FORM 8-K



                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



Date of Report (Date of earliest event reported): October 15, 2002



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



New Jersey                            1-4987               21-0682685
- ----------------------------          -------------        ---------------------
(State or Other Jurisdiction          (Commission          (I.R.S. Employer
of Incorporation)                     File Number)         Identification No.)



                         520 Fellowship Road, Suite A114
                         Mount Laurel, New Jersey 08054
                         ------------------------------
              (Address of Principal Executive Offices and Zip Code)


                                 (856) 727-1500
                                 --------------
              (Registrant's telephone number, including area code)


                                       N/A
          -------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)





ITEM 5.       OTHER EVENTS.

            On October 15, 2002, SL Industries,  Inc. (the "Company")  announced
that  it  signed  a  commitment  letter  with  LaSalle  Business  Credit,   Inc.
("LaSalle"),  as Agent for Standard Federal National  Association,  to refinance
its existing credit  facility.  The anticipated  closing date for the new credit
facility with LaSalle is on or prior to October 31, 2002. In connection with the
refinancing  of the Company's  existing  credit  facility,  the Company has also
signed a commitment letter with Steel Partners II, L.P. ("Steel  Partners"),  an
entity  controlled by Warren  Lichtenstein,  SL  Industries'  Chairman and Chief
Executive Officer.  This commitment letter provides for Steel Partners to make a
subordinated  loan in the amount of $5 million to the Company on or  immediately
prior to the closing of the credit facility with LaSalle.

            For additional  information,  reference is made to the press release
attached hereto as Exhibit 99.1.

            On October 15,  2002,  the Company  also  announced  that it filed a
registration  statement  with the  Securities  and Exchange  Commission  ("SEC")
relating to a distribution it plans to make to its  shareholders of subscription
rights to purchase  additional  shares of common stock of the Company.  Upon the
effectiveness of the registration statement,  the Company will distribute to its
shareholders of record as of the record date, which has not yet been determined,
a fixed amount of non-transferable  rights to subscribe for shares of its common
stock. It is anticipated that each right will entitle the holder to purchase one
share of the Company's  common stock at a price to be determined.  The number of
rights to be issued with respect to each outstanding share on the record date is
also to be determined.  The Company  anticipates  that the rights  offering will
begin promptly after the effectiveness of the registration  statement filed with
the SEC, and will continue for thirty days thereafter.

            Steel  Partners has agreed to purchase any shares of common stock of
the Company  available  under the rights  offering that are not purchased by the
Company's  shareholders,  subject to a $5 million  limit.  The  proceeds  of the
rights  offering  will be used to repay the $5  million  subordinated  loan from
Steel Partners mentioned above. Any additional proceeds will be used for working
capital purposes.

            For additional  information,  reference is made to the press release
attached hereto as Exhibit 99.2.

ITEM 7.      FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(c)    Exhibits.

       The following are filed as Exhibits to this Report:

Exhibit Number          Description
- --------------          -----------

99.1                    Press Release dated October 15, 2002.
99.2                    Press Release dated October 15, 2002.





                                   SIGNATURES

            Pursuant to the requirements of the Securities Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                                SL Industries, Inc.


Date:  October 16, 2002                         By: /s/ Glen Kassan
                                                    ----------------------------
                                                    Glen Kassan
                                                    President







                                  EXHIBIT INDEX

                Exhibit Number          Description
                --------------          -----------

                99.1                    Press Release dated October 15, 2002.
                99.2                    Press Release dated October 15, 2002.

EX-99.1

                                                                    EXHIBIT 99.1

                                                           FOR IMMEDIATE RELEASE


               SL INDUSTRIES, INC. ANNOUNCES SIGNING OF COMMITMENT
                    LETTERS TO REFINANCE ITS CREDIT FACILITY



            MT. LAUREL,  N.J., October 15, 2002 - SL INDUSTRIES,  INC. (NYSE and
PHLX:SL)  announced  today  that it  signed a  commitment  letter  with  LaSalle
Business Credit,  Inc., as Agent for Standard Federal National  Association,  to
refinance its existing credit facility. The anticipated closing date for the new
credit facility with LaSalle Business Credit is on or prior to October 31, 2002.
In connection with the refinancing of SL Industries'  existing credit  facility,
the Company has also signed a commitment letter with Steel Partners II, L.P., an
entity  controlled by Warren  Lichtenstein,  SL  Industries'  Chairman and Chief
Executive Officer.  This commitment letter provides for Steel Partners to make a
subordinated  loan in the amount of $5 million to the Company on or  immediately
prior to the  closing of the  credit  facility  with  LaSalle  Business  Credit,
subject to the conditions contained therein.

            Warren  Lichtenstein,  Chairman  of the Board  and  Chief  Executive
Officer,  commented,  "As with many other  borrowers  at the present  time,  the
Company has faced extremely  restrictive  credit markets in seeking to refinance
its credit  facility.  In  addition,  the Company has had  difficulty  obtaining
sufficient  financing to  refinance  its  existing  credit  facility and provide
adequate  working  capital,  because a  significant  portion  of its  assets are
located  outside the United  States and cannot be included as  collateral in its
borrowing  base  under the  LaSalle  Credit  Facility.  Without  the $5  million
subordinated  loan  from  Steel  Partners,  the  Company  would  not be  able to
refinance its existing credit facility on or prior to October 31, 2002, which is
the deadline to avoid paying a $780,000 fee."

ABOUT SL INDUSTRIES

            SL Industries, Inc. designs, manufactures and markets Power and Data
Quality  (PDQ)  equipment  and  systems  for  industrial,   medical,  aerospace,
telecommunications  and consumer  applications.  For more  information  about SL
Industries,  Inc.  and its  products,  please  visit the  Company's  web site at
www.slpdq.com.





FORWARD-LOOKING STATEMENTS

            This press  release  contains  statements  that are  forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995.  These  statements  are  based  on  current  expectations,  estimates  and
projections about the Company's  business based, in part, on assumptions made by
management.  These  statements  are not  guarantees  of future  performance  and
involve  risks,  uncertainties  and  assumptions  that are difficult to predict.
Therefore,  actual  outcomes  and  results  may differ  materially  from what is
expressed  or  forecasted  in such  forward-looking  statements  due to numerous
factors, including those described above and the following: the effectiveness of
the cost reduction initiatives undertaken by the Company,  changes in demand for
the  Company's  products,  product  mix,  the  timing  of  customer  orders  and
deliveries,  the impact of  competitive  products  and pricing,  constraints  on
supplies of critical  components,  excess or  shortage of  production  capacity,
difficulties  encountered in the  integration  of acquired  businesses and other
risks  discussed  from time to time in the  Company's  Securities  and  Exchange
Commission filings and reports.  In addition,  such statements could be affected
by general industry and market conditions and growth rates, and general domestic
and international  economic conditions.  Such  forward-looking  statements speak
only as of the date on which they are made,  and the Company does not  undertake
any  obligation  to update any  forward-looking  statement to reflect  events or
circumstances after the date of this release.

Contact:

            SL Industries, Inc.
            David R. Nuzzo, 856/222-5515

EX-99.2

                                                                    EXHIBIT 99.2

                                                           FOR IMMEDIATE RELEASE



             SL INDUSTRIES, INC. ANNOUNCES FILING OF A REGISTRATION
                     STATEMENT RELATING TO A RIGHTS OFFERING



            MT. LAUREL, N.J., October 15, 2002 - - SL INDUSTRIES, INC. (NYSE and
PHLX:SL)  announced  today  that it  filed a  registration  statement  with  the
Securities  and  Exchange   Commission  on  October  11,  2002  relating  to  an
anticipated  distribution to its shareholders of subscription rights to purchase
additional  shares of common stock of SL Industries.  Upon the  effectiveness of
the registration  statement,  the Company will distribute to its shareholders of
record as of the record date, which has not yet been determined,  a fixed amount
of  non-transferable  rights to subscribe for shares of its common stock.  It is
anticipated that each right will entitle the holder to purchase one share of the
Company's common stock at a subscription  price to be determined.  The number of
rights to be issued with respect to each outstanding share on the record date is
also to be determined.  Steel Partners II, L.P., an entity  controlled by Warren
Lichtenstein, SL Industries' Chairman and Chief Executive Officer, has agreed to
purchase  any shares of common stock of the Company  available  under the rights
offering that are not purchased by the Company's  shareholders,  subject to a $5
million limit.

            SL  Industries  anticipates  that the  rights  offering  will  begin
promptly  following the  effectiveness of the registration  statement filed with
the  Securities  and  Exchange  Commission,  and will  continue  for thirty days
thereafter.  The  proceeds  of the  rights  offering  will be used to repay a $5
million  subordinated  loan  from  Steel  Partners  to  the  Company,  which  is
anticipated  to be made in  connection  with the  refinancing  of the  Company's
existing  credit  facility.  The  subordinated  loan was needed to refinance the
Company's  credit  facility on or prior to October  31,  2002 to avoid  paying a
$780,000 fee. Any additional proceeds will be used for working capital purposes.

            Neither SL Industries,  its board of directors, nor any committee of
the board of  directors  is making  any  recommendation  to  shareholders  as to
whether to exercise their subscription rights. Further information regarding the
rights offering including pricing, record date, and process will be communicated
over the next several weeks.

            When available,  a written  prospectus may be obtained by contacting
SL Industries,  Inc., 520 Fellowship Road,  Suite A-114,  Mt. Laurel,  NJ 08054,
Attention: Investor Relations.


                                     (more)




            A registration statement relating to these securities has been filed
with the  Securities and Exchange  Commission but has not yet become  effective.
These  securities  may not be sold and offers may not be  accepted  prior to the
time the registration statement becomes effective. The rights offering will only
be made by means of a prospectus.  This press  release  shall not  constitute an
offer to sell or the solicitation of an offer to buy these securities, and there
shall  not be any sale of these  securities  in any state in which  such  offer,
solicitation,  or sale would be unlawful prior to registration or  qualification
under the securities laws of any such state.

ABOUT SL INDUSTRIES

            SL Industries, Inc. designs, manufactures and markets Power and Data
Quality  (PDQ)  equipment  and  systems  for  industrial,   medical,  aerospace,
telecommunications and consumer applications.


FORWARD-LOOKING STATEMENTS

            This press  release  contains  statements  that are  forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995.  These  statements  are  based  on  current  expectations,  estimates  and
projections about the Company's  business based, in part, on assumptions made by
management.  These  statements  are not  guarantees  of future  performance  and
involve  risks,  uncertainties  and  assumptions  that are difficult to predict.
Therefore,  actual  outcomes  and  results  may differ  materially  from what is
expressed  or  forecasted  in such  forward-looking  statements  due to numerous
factors, including those described above and the following: the effectiveness of
the cost reduction initiatives undertaken by the Company,  changes in demand for
the  Company's  products,  product  mix,  the  timing  of  customer  orders  and
deliveries,  the impact of  competitive  products  and pricing,  constraints  on
supplies of critical  components,  excess or  shortage of  production  capacity,
difficulties  encountered in the  integration  of acquired  businesses and other
risks  discussed  from time to time in the  Company's  Securities  and  Exchange
Commission filings and reports.  In addition,  such statements could be affected
by general industry and market conditions and growth rates, and general domestic
and international  economic conditions.  Such  forward-looking  statements speak
only as of the date on which they are made,  and the Company does not  undertake
any  obligation  to update any  forward-looking  statement to reflect  events or
circumstances after the date of this release.

Contact:

            SL Industries, Inc.
            David R. Nuzzo, 856/222-5515