EXHIBIT 10.3

                                 AMENDMENT NO. 2
                                     TO THE
                             DEL LABORATORIES, INC.
                             EMPLOYEES PENSION PLAN

           Del Laboratories, Inc. (the "Plan Sponsor") wishes to amend the Del
Laboratories, Inc. Employees Pension Plan (the "Plan") to update the claims
procedures contained therein to reflect recent Department of Labor Regulations.

           Accordingly, effective for claims initially filed on or after January
1, 2002, the Plan is amended as follows:

           1. The second paragraph of Section 3.6 of the Plan is hereby deleted
in its entirety and amended to read as follows:

           A Participant shall be considered disabled for purposes of the Plan
           if he receives a determination from the Social Security
           Administration that he is disabled for purposes of receiving Social
           Security disability benefits.

           2. Section 9.5 of the Plan is hereby deleted in its entirety and
amended to read as follows:

               9.5 CLAIMS PROCEDURE. This Section 9.5 is based on final
           regulations issued by the Department of Labor and published in the
           Federal Register on November 21, 2000 and codified at 29 C.F.R.
           ss.2560.503-1. If any provision of this Section is impermissible
           under those regulations, the requirements of those regulations will
           prevail.

               (a) INITIAL CLAIM. A Participant or Beneficiary who believes he
           is entitled to any benefit (a "Claimant") under this Plan may file a
           claim with the Administrator. The Administrator shall review the
           claim itself or, in accordance with Sections 8.1(c) and 9.7, may
           appoint an individual or an entity to review the claim.

               (i) REVIEW OF INITIAL CLAIM. The Claimant shall be notified
           within ninety (90) days after the claim is filed whether the claim is
           allowed or denied, unless the Claimant receives written notice from
           the Administrator or appointee of the Administrator prior to the end
           of the ninety (90) day period stating that special circumstances
           require an extension of the time for decision, such extension not to
           extend beyond the day which is one hundred eighty (180) days after
           the date the claim is filed.

               (ii) MANNER AND CONTENT OF DENIAL OF INITIAL CLAIMS. If the
           Administrator denies a claim, it will provide to the Claimant, in
           writing or by electronic communication:



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                    (A) The specific reasons for the denial;

                    (B) A reference to the relevant Plan provisions upon which
                    the denial is based;

                    (C) A description of any additional information or material
                    that the Claimant must provide in order to perfect the
                    claim;

                    (D) An explanation of why such additional material or
                    information is necessary;

                    (E) Notice that the Claimant has a right to request a review
                    of the claim denial and information on the steps to be taken
                    if the Claimant wishes to request a review of the claim
                    denial; and

                    (F) A statement of the Claimant's right to bring a civil
                    action under ERISA ss.502(a) following a denial on review of
                    the initial denial.

           (b) REVIEW PROCEDURES.

               (i) REVIEW OF DENIED CLAIM. A request for review of a denied
           claim must be made in writing to the Administrator within sixty (60)
           days after receiving notice of denial. The decision upon review will
           be made within sixty (60) days after the Administrator's receipt of a
           request for review, unless special circumstances require an extension
           of time for processing, in which case a decision will be rendered not
           later than one hundred twenty (120) days after receipt of a request
           for review. A notice of such an extension must be provided to the
           Claimant within the initial sixty (60) day period and must explain
           the special circumstances and provide an expected date of decision.

               The reviewer shall afford the Claimant an opportunity to review
           and receive, without charge, all relevant documents, information and
           records and to submit issues and comments in writing to the
           Administrator. The reviewer shall take into account all comments,
           documents, records and other information submitted by the Claimant
           relating to the claim regardless of whether the information was
           submitted or considered in the initial benefit determination.

               (ii) MANNER AND CONTENT OF NOTICE OF DECISION ON REVIEW. Upon
           completion of its review of an adverse initial claim determination,
           the Administrator will provide the Claimant, in writing or by
           electronic notification, a notice containing:

                    (A) its decision;

                    (B) the specific reasons for the decision;



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                    (C) the relevant Plan provisions on which its decision is
                    based;

                    (D) a statement that the Claimant is entitled to receive,
                    upon request and without charge, reasonable access to, and
                    copies of, all documents, records and other information in
                    the Administrator's files which is relevant to the
                    Claimant's claim for benefits;

                    (E) a statement describing the Claimant's right to bring an
                    action for judicial review under ERISA ss.502(a); and

                    (F) if an internal rule, guideline, protocol or other
                    similar criterion was relied upon in making the adverse
                    determination on review, a statement that a copy of the
                    rule, guideline, protocol or other similar criterion will be
                    provided without charge to the Claimant upon request.

           (c) CALCULATION OF TIME PERIODS. For purposes of the time periods
           specified in this Section, the period of time during which a benefit
           determination is required to be made begins at the time a claim is
           filed in accordance with the Plan procedures without regard to
           whether all the information necessary to make a decision accompanies
           the claim. If a period of time is extended due to a Claimant's
           failure to submit all information necessary, the period for making
           the determination shall be tolled from the date written notification
           of the need for additional information is sent to the Claimant until
           the date the Claimant responds.

           (d) FAILURE OF PLAN TO FOLLOW PROCEDURES. If the Plan fails to follow
           the claims procedures required by this Section, a Claimant shall be
           deemed to have exhausted the administrative remedies available under
           the Plan and shall be entitled to pursue any available remedy under
           ERISA ss. 502(a) on the basis that the Plan has failed to provide a
           reasonable claims procedure that would yield a decision on the merits
           of the claim.

           (e) FAILURE OF CLAIMANT TO FOLLOW PROCEDURES. A Claimant's compliance
           with the foregoing provisions of this Section 9.5 is a mandatory
           prerequisite to the Claimant's right to bring an action for judicial
           review with respect to any claim for benefits under the Plan.







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         IN WITNESS WHEREOF, the Plan Sponsor has caused this Amendment to be
duly executed on its behalf, effective as specified above.


ATTEST/WITNESS:                                      DEL LABORATORIES, INC.

By: s/ Theresa Bisignano                             By: s/ Gene Wexler

Print Name:Theresa Bisignano                         Print Name: Gene Wexler

                                                     Title: Vice President,
                                                     General Counsel and
                                                     Secretary

                                                     Date: November 20, 2003






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