EXHIBIT 10.4

                                 AMENDMENT NO. 1
                                     TO THE
              DEL LABORATORIES, INC. EMPLOYEE STOCK OWNERSHIP PLAN


     Del Laboratories, Inc. (the "Employer") wishes to amend the Del
Laboratories, Inc. Employee Stock Ownership Plan (the "Plan") to make certain
design changes as requested by the Internal Revenue Service. Accordingly,
effective January 1, 1997, unless otherwise indicated herein, the Plan is
amended as follows:

     1. Section 1.14 of the Plan is amended by adding the following paragraph to
the end thereof:

        For purposes of the preceding paragraph, the term "leased employee" (as
        defined in Code ss.414(n)) means any person who is not an Employee of
        the Employer and who provides services to the Employer if such services
        are provided pursuant to an agreement between the Employer and the other
        person (in this subsection an organization that provides leased
        employees), such person has performed such services for the Employer on
        a substantially full-time basis for a period of at least a year, and
        such services are performed under primary direction or control of the
        Employer.


     2. Section 2.3 of the Plan is amended by replacing "Section 1.36" therein
with "Section 1.37".


     3. Section 6.6(b) is amended by replacing the title thereof (i.e.,
"Required Beginning Date") with the title "Timing of Distributions" and by
adding the following to the end thereof:

        Notwithstanding anything in the Plan to the contrary, to the extent
        required by Code section 401(a)(14), distributions under the Plan shall
        be made no later than sixty (60) days after the close of the Plan Year
        during which the latest of the following dates occurs: (i) the date on
        which the Participant attains Normal Retirement Age, (ii) the date on
        which the Participant's employment terminates, or (iii) the tenth (10th)
        anniversary of the year the Participant commenced participation in the
        Plan, unless the Participant elects a later commencement date subject to
        the requirements of Section 6.12.


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     4. Section 6.14 is amended by adding the following to the end of the first
sentence thereof:

        For purposes of this determination, if at the time of any distribution
        the present value of the vested Plan Account of the Participant exceeds
        five thousand dollars ($5,000), then the present value of the vested
        Plan Account of the Participant at any subsequent time shall be deemed
        to exceed five thousand dollars ($5,000). The preceding sentence shall
        have no effect with respect to distributions made on or after October
        17, 2000 to employees who are not, as of October 17, 2000, in the
        process of receiving distributions.


     IN WITNESS WHEREOF, the Employer has caused this Amendment to be duly
executed under seal on its behalf, effective as specified herein.

ATTEST/WITNESS:                         DEL LABORATORIES, INC.

By: /s/ Maureen A. Staszewski           By:/s/ Gene L. Wexler (SEAL)

Print Name: Maureen A. Staszewski       Print Name: Gene L. Wexler
                                        Title:  Vice President, General Counsel
                                                and Secretary

                                        Date: April 3, 2002


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