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                                                                 EXHIBIT 10.2.4

                                                     Amended February 24, 1986
                                                         Amended March 8, 1996




                          K-TRON INTERNATIONAL, INC.
                         EMPLOYEE STOCK PURCHASE PLAN


                                  ARTICLE I.

                                 INTRODUCTION

          Sec. 1.01  Statement of Purpose.   The purpose of the K-Tron
International, Inc. Amended and Restated Employee Stock Purchase Plan is to
provide eligible employees of K-Tron International, Inc. (the Company) who
wish to become shareholders an opportunity to purchase common stock of the
Company.  The Board of Directors of the Company believes that employee
participation in ownership will be to the mutual benefit of both the employees
and the Company.

          Sec. 1.02  Internal Revenue Code Considerations.  This Plan is
intended to quality as an "employee stock purchase plan" within the meaning of
Section 423 of the Internal Revenue Code of 1954, as amended.


                                  ARTICLE II.

                                  DEFINITIONS

          Sec. 2.01  "Administrative Committee" shall mean the committee
appointed by the Board of Directors to administer this Plan, as provided in
Section 6.03 hereof.

          Sec. 2.02  "Board of Directors" shall mean the Board of Directors of
the Company.

          Sec. 2.03  "Company" shall mean K-Tron International, Inc., a New
Jersey corporation.

          Sec. 2.04  "Compensation" shall mean the total remuneration paid,
during the period of reference, to an Employee by Employer, including regular
salary or wages, overtime payments, bonuses and commissions, but excluding
expense reimbursements of all types, payments in lieu of expenses, Employer
contributions to any qualified retirement plan or other program of deferred
compensation, Employer contributions to Social Security, the costs paid by
Employer in connection with fringe benefits (whether or not the Employee could
have elected to receive cash in lieu of such benefits), and any amounts
accrued for the benefit of Employee but not paid during the period of
reference.
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          Sec. 2.05  "Continuous Service" shall mean the period of time,
immediately preceding the Offering Date of reference, during which the
Employee has been employed by Employer and during which there has been no
interruption of Employee's employment by Employer.  For this purpose, periods
of Excused Absence shall not be considered to be interruptions of Continuous
Service.

          Sec. 2.06  "Effective Date" shall mean July 1, 1981.

          Sec. 2.07  "Eligible Employee" shall mean each person who, on an
Offering Date, meets all of the following requirements:

               (a)  He/she is an Employee of Employer;

               (b)  He/she has completed at least twelve (12) months of
                    Continuous Service; and

               (c)  He/she is not deemed for purposes of Section 423(b)(3) of
                    the Internal Revenue Code to  own  stock possessing five
                    percent (5%) or more of the total combined voting power or
                    value of all classes  of Stock of the Company or his/her
                    Employer.

          Sec. 2.08  "Employee" shall mean each person employed by Employer
whose customary employment is for more than twenty (20) hours per week and for
more than five (5) months per year.

          Sec. 2.09  "Employer" shall mean the Company and each subsidiary of
Company designated by the Board of Directors as an Employer under the Plan.  A
"subsidiary" of the Company shall be any corporation in which the Company
holds, directly or indirectly, fifty percent (50%) or more of the total
combined voting power of all classes of stock of such subsidiary, as described
in Section 425(f) of the Internal Revenue Code.

          Sec. 2.10  "Excused Absence" shall mean absence pursuant to a leave
of absence granted by the Company or any other entity constituting Employer,
absence due to disability or illness, or absence by reason of a layoff.  An
Excused Absence shall not exceed the greater of (a) ninety (90) days, or (b)
the period during which, an Employee on such Excused Absence has a contractual
or statutory right to reemployment (the greater of (a) or (b) being the
"Excused Period").  Any absence shall cease to be an Excused Absence upon the
earlier of (a) the last day of the Excused Period, or (1)) the last day of the
calendar month in which the leave expires by its terms, the layoff ends by
recall or permanent separation from service, or recovery from illness or
disability occurs.

          Sec. 2.11  "Exercise Date" shall mean the last day of each Purchase
Period.



















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          Sec. 2.12  "Internal Revenue Code" shall mean the United States
Internal Revenue Code of 1954, as the same is presently constituted and as it
may hereafter be amended, and successor statutes of similar purpose.

          Sec. 2.13  "Market Value" shall mean the closing price (or the
average of the closing bid and asked prices) of the Stock as reported on the
principal market, trading system or exchange on which the Stock is traded (as
determined by the Administrative Committee) as of the date of reference.  If
there is no such price reported for the date of reference, "Market Value"
shall mean the "Market Value," computed as aforesaid, as of the date next
preceding the date of reference on which such price is reported.  If the Stock
is not publicly-traded, the "Market Value" shall mean the fair market value of
the Stock determined by the Administrative Committee, whose determination
shall be final and binding, subject to the approval of the Board of Directors.

          Sec. 2.14  "Offering" shall mean the offering of shares of Stock
under this Plan,.

          Sec. 2.15  "Offering Date" shall mean the first business day of
January and the first business day of July of each Plan Year, commencing with
July 1981.

          Sec. 2.16  "Participant" shall mean each Employee who elects to
participate in this Plan.

          Sec. 2.17  "Plan" shall mean the K-Tron International, Inc. Amended
and Restated Employee Stock Purchase Plan, as the same is set forth herein and
as the same may hereafter be amended.

          Sec. 2.18  "Plan Year" shall mean the calendar year.

          Sec. 2.19  "Purchase Agreement" shall mean the document prescribed
by the Administrative Committee pursuant to which an Eligible Employee has
enrolled to be a Participant in this Plan.

          Sec. 2.20  "Purchase Period" shall mean the period beginning on an
Offering Date and ending on the last business day of the fifth calendar month
following the calendar month in which such Offering Date occurred.

          Sec. 2.21  "Stock" shall mean the common stock of the Company.  Such
Stock may be authorized but previously unissued shares or shares reacquired
and held by the Company as treasury shares.































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          Sec. 2.22  "Stock Purchase Account" shall mean with respect to any
Employee a non-interest bearing account consisting of all amounts withheld
from such Employee's Compensation (or otherwise paid into the Plan) for the
purpose of purchasing shares of Stock under this Plan, reduced by all amounts
applied to the purchase of Stock under this Plan.


                                 ARTICLE III.

                          ADMISSION TO PARTICIPATION

          Sec. 3.01  Initial Participation.  Any Eligible Employee may elect
to be a Participant and may become a Participant by executing and filing with
the Administrative Committee a Purchase Agreement on forms provided by the
Administrative Committee.  The effective date of an Eligible Employee's
participation shall be the Offering Date coincident with or next following the
date on which the Administrative Committee receives from the Eligible Employee
a properly executed Purchase Agreement.

          Sec. 3.02  Discontinuance of Participation.  Any Participant may
voluntarily withdraw from the Plan by filing a notice of withdrawal with the
Administrative Committee prior to an Exercise Date.  Upon such withdrawal,
there shall be paid to the Participant the amount, if any, standing to his/her
credit in his/her Stock Purchase Account.  Amounts paid to a Participant or
former Participant pursuant to this Section 3.02 shall not be eligible for
redeposit in the Participant's Stock Purchase Account in the event of the
person's readmission to participation.

          Sec. 3.03  Involuntary Withdrawal; Termination of Eligible Employee
Status.  If a Participant's Continuous Service terminates for any reason, or
if a Participant ceases to be an Eligible Employee, no further amounts shall
be deducted from such Participant's compensation and deposited into his/her
Stock Purchase Account and the entire amount standing to the Participant's
credit in his/her Stock Purchase Account on the effective date of such
occurrence shall be used to purchase whole shares of Stock under this Plan as
of the next succeeding Exercise Date, and any balance thereafter remaining to
his/her credit in his/her Stock Purchase Account shall be refunded to him/her.
Notwithstanding the foregoing, if a Participant's Continuous Service is
terminated for any reason three (3) months or more prior to the next
succeeding Exercise Date, the entire amount, if any, standing to his/her
credit in that Stock Purchase Account shall be refunded to him/her.

          Sec. 3.04  Readmission to Participation.  Any Eligible Employee who
has previously been a Participant, who has discontinued participation (whether
by interruption of Continuous Service or otherwise), and who wishes to be
reinstated as a Participant may again become a Participant by executing and
filing with the Administrative Committee a new


























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Purchase Agreement on forms provided by the Administrative Committee.
Reinstatement to Participant status shall be effective as of the Offering Date
coincident with or next following the date on which the Administrative
Committee receives from the Eligible Employee the Properly executed Purchase
Agreement.


                                  ARTICLE IV.

                                STOCK PURCHASE

          Sec. 4.01  Reservation of Shares.  There shall be 500,000 shares of
Stock reserved for the Plan, subject to adjustment in accordance with the
anti-dilution provisions hereinafter set forth.  Except as provided in Section
5.02 hereof, the aggregate number of shares that may be purchased under the
Plan shall not exceed the number of shares reserved for the Plan.

          Sec. 4.02  Limitation on Shares Available.  Subject to the
limitations described in Sections 4.04 (a) and (b), the maximum number of
shares of Stock that may be purchased for each Participant on an Exercise Date
is the lowest of (a) the number of whole shares of Stock that can be purchased
by applying the full balance of his/her Stock Purchase Account to such
purchase of shares at the Purchase Price (as hereinafter determined), (b) the
Participant's proportionate part of the maximum number of shares of Stock
available within the limitation established by the maximum aggregate number of
such shares reserved for this Plan, as stated in Section 4.01 hereof, or (c)
5,000 shares.  Notwithstanding the foregoing, if any person entitled to
purchase shares pursuant to any offering hereunder would, upon such purchase,
be deemed for the purposes of Section 423(b)(3) of the Internal Revenue Code
to own stock (including any number of shares that such person would be
entitled to purchase hereunder) possessing five percent (5%) or more of the
total combined voting power or value of all classes of stock of the Company,
the maximum number of shares that such person shall be entitled to purchase
pursuant to this Plan shall be reduced to that number which, when added to the
number of shares of Stock that such person is so deemed to own (excluding any
number of shares that such person would be entitled to purchase hereunder), is
one less than such five percent (5%).  Any portion of a Participant's Stock
Purchase Account that cannot be applied by reason of the foregoing limitation,
or by reason of the fact that no fractional shares are purchased or issued
under this Plan, shall remain in the Participant's Stock Purchase Account for
application to purchase of Stock on the next Offering Date (unless withdrawn
before that Offering Date).

          Sec. 4.03  Purchase Price of Shares.  The Purchase Price per share
of the Stock sold to Participants pursuant to any Offering shall be
eighty-five percent (85%) of the Market Value of such share on the Offering
Date on which such Offering commences or on the


























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Exercise Date on which such Offering expires, whichever is the lower.  If the
Exercise Date with respect. to the purchase of Stock is a day on which the
Stock is selling exdividend but is on or before the record date for such
dividend, then for Plan purposes the Purchase Price per share will be
increased by an amount equal to the dividend per share.  In no event shall the
Purchase Price be less than this par value of the Stock.

          Sec. 4.04  Exercise of Purchase Privilege.

               (a)  Subject to the provisions of Section 4.02 above and of
                    paragraph (b) of this Section 4.04, if on the tenth
                    business day prior to any Exercise Date there is standing,
                    to the credit of a Participant in his/her Stock Purchase
                    Account an amount equal to, or greater than, the Purchase
                    Price of one share of Stock for the Offering that expires
                    on such Exercise Date, there shall be purchased for the
                    Participant at such Purchase Price the largest number of
                    whole shares of Stock as can be purchased with the amount
                    then standing to the Participant's credit in his/her Stock
                    Purchase Account.  Each such purchase shall be deemed to
                    have occurred on the Exercise Date occurring at the close
                    of the offering from which the purchase was made.

               (b)  A Participant may not purchase shares of Stock having an
                    aggregated Market Value of more than twenty-five thousand
                    dollars ($25,000), determined at the time off the
                    Offering(s), for each calendar year in which one or more
                    such Offering(s) is/are outstanding at any time, and a
                    Participant may not purchase a share of Stock under any
                    Offering after the expiration of the Purchase Period for
                    such Offering.

          Sec. 4.05  Establishment of Stock Purchase Account.  Each
Participant shall authorize payroll deductions from Compensation for the
purposes of funding his/her Stock Purchase Account.  In the Purchase
Agreement, each Participant shall authorize a deduction from each payment of
his/her Compensation during a Purchase Period, which deduction shall be not
less than two percent (2%) nor more than ten percent (10%) of the gross amount
of such payment, rounded to the nearest whole dollar amount.  Any Participant
who has elected payroll deductions which exceed two percent (2%) of his/her
payments of Compensation may reduce his/her payroll deduction rate during any
Purchase Period, provided no such reduction shall reduce the payroll deduction
rate below two percent (2%).  The payroll deduction rate may not be increased
during any Purchase Period.  However, a Participant may change the deduction
to any permissible level for any subsequent Offering by filing notice thereof
prior to the Offering Date on which such subsequent Offering commences.



























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          Sec. 4.06  Payment for Stock.  The Purchase Price for all shares of
Stock purchased by any Participant under this Plan shall be paid out of the
Participant's Stock Purchase Account.  As of each Exercise Date, the amount
standing to the credit of each Participant on the tenth (10th) business day
prior to the Exercise Date in his/her Stock Purchase Account in the Offering
that expires on such Exercise Date shall be charged with the aggregate
Purchase Price of the shares of Stock purchased by such Participant on the
Exercise Date.  The remaining balance standing to the Participant's credit in
his/her Stock Purchase Account shall remain credited to such Stock Purchase
Account for the next succeeding Offering under this Plan.  No interest shall
be paid or payable with respect to any amount held in the Participant's Stock
Purchase Account.

          4.07  Share Ownership; Issuance of Certificates.

               (a)  The shares purchased by a Participant on an Exercise Date
shall, for all purposes, be deemed to have been issued and/or sold at the
close of business on such Exercise Date.  Prior to that time, none of the
rights or privileges of a shareholder of the Company shall inure to the
Participant with respect to such shares.  All the shares of Stock purchased
under this Plan shall be delivered by the Company in a manner as determined by
the Administrative Committee, provided, however, that all shares acquired by
Participants during any Plan Year shall be delivered not later than one
hundred twenty (120) days following the last day of such Plan Year.

               (b)  The Administrative Committee, in its sole discretion, may
determine that the shares of Stock shall be delivered by the Company to the
Participant by issuing and delivering to the Participant a certificate for the
number of shares of Stock purchased by a Participant on an Exercise Date or
during a Plan Year, or that the shares of Stock purchased by all Participants
shall be delivered to a member firm of the New York Stock Exchange which is
also a member of the National Association of Securities Dealers, as selected
by the Administrative Committee from time to time, which shares shall be
maintained by such member firm in separate brokerage accounts of each
Participant.  Each certificate or brokerage account, as the case may be, may
be in the name of the Participant or, if he/she designates on his/her Stock
Purchase Agreement, in his/her name jointly with his/her spouse, with right of
survivorship.  A Participant who is a resident of a jurisdiction that does not
recognize such joint tenancy may have a certificate or brokerage account in
his/her name as tenant in common with his/her spouse, without right of
survivorship.  Such designation may be changed by filing notice thereof.
































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                                  ARTICLE V.

                              SPECIAL ADJUSTMENTS

          Sec. 5.01  Shares Unavailable.  If, on any Exercise Date, the
aggregate funds available for the purchase of Stock would purchase a number of
shares in excess of the number of shares then available for purchase under the
Plan, the following events shall occur:

               (a)  The number of shares that would otherwise be purchased by
                    each Participant shall be proportionately reduced on the
                    Exercise Date in order to eliminate such excess;

               (b)  The Plan shall automatically terminate immediately after
                    the Exercise Date as of which the supply of available
                    shares is exhausted; and

               (c)  Any amount remaining in the Stock Purchase Account of any
                    Participant shall be repaid to such Participant.

          Sec. 5.02  Anti-Dilution Provisions.  The aggregate number of shares
of Stock reserved for purchase under the Plan, as hereinabove provided, and
the calculation of the Purchase Price per share may be appropriately adjusted
to reflect any increase or decrease in the number of issued shares of Stock
resulting from a subdivision or consolidation of shares or other capital
adjustment, or the payment of a stock dividend, or other increase or decrease
in such shares, if effected without receipt of consideration by the Company.
Any such adjustment shall be made by the Administrative Committee acting with
the consent of, and subject to the approval, of the Board of Directors.

          Sec. 5.03  Effect of Certain Transactions.  Subject to any required
action by the shareholders, it the Company shall be the surviving or resulting
corporation in any merger or consolidation, any Offering hereunder shall
pertain to and apply to the shares of stock of the Company.  However, in the
event of a dissolution or liquidation of the Company, or of a merger or
consolidation in which the Company is not the surviving or resulting
corporation, this Plan and any offering hereunder shall terminate upon the
effective date of such dissolution, liquidation, merger, or consolidation, and
the balance then standing to the credit of each Participant in his/her Stock
Purchase Account shall be returned to him/her.

































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                                  ARTICLE VI.

                                 MISCELLANEOUS

          Sec. 6.01 Non-Alienation.  The right to purchase shares of Stock
under this Plan is personal to the Participant, is exercisable only by the
Participant during his/her lifetime except as hereinafter set forth, and may
not be assigned or otherwise transferred by the Participant.  Notwithstanding
the foregoing, there shall be delivered to the executor, administrator or
other personal representative of a deceased Participant such shares of Stock
and such residual balance as may remain in the Participant's Stock Purchase
Account as of the Exercise Date occurring at the close of the Purchase Period
in which the Participant's death occurs, including shares of Stock purchased
as of that date or prior thereto with moneys deposited by the Participant
and/or withheld from the Participant's compensation.

          Sec. 6.02  Administrative Costs.  The Company shall pay all
administrative expenses associated with the operation of this Plan.  No
administrative charges shall be levied against the Stock Purchase Accounts of
the Participants.

          Sec. 6.03  Administrative Committee.  The Board of Directors shall
designate a committee to be the Administrative Committee of the Plan.  The
Administrative Committee shall have the authority and power to administer the
Plan and to make, adopt, construe, and enforce rules and regulations not
inconsistent with the provisions of the Plan.  The Administrative Committee
shall adopt and prescribe the contents of all forms required in connection
with the administration of this Plan, including, but not limited to, the
Purchase Agreement, payroll withholding authorizations, withdrawal documents,
and all other notices required hereunder.  The Administrative Committee's
interpretations and decisions in respect of this Plan, the rules and
regulations pursuant to which it is operated, and the rights of Participants
hereunder shall be final and conclusive.

          Sec. 6.04  Amendment of this Plan.  The Board of Directors may, at
any time and from time to time, amend this Plan in any respect, except that no
amendment may

               (a)  increase the number of shares reserved for purposes of
                    this Plan;

               (b)  reduce the Purchase Price per share; or

               (c)  allow any person who is not an Eligible Employee to become
                    a Participant

without the approval of the shareholders.


























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          Sec. 6.05  Expiration and Termination of this Plan.  Unless
terminated prior thereto pursuant to Section 5.01 to this Plan, this Plan
shall continue in effect until 11:59 p.m., Pitman, New Jersey time on June 30,
2001, provided, however, that the Board of Directors shall have the right to
terminate this Plan at any time prior thereto without notice to any
Participant.  Upon the expiration or termination of this Plan, the balance, if
any, then standing to the credit of each Participant in his/her Stock Purchase
Account shall be refunded to him/her.

          Sec. 6.06  Repurchase of Stock.  The Company shall not be required
to purchase or repurchase from any Participant any of the shares of Stock that
the Participant acquired under this Plan.

          Sec. 6.07  Notice.  A Purchase Agreement and any notice that a
Participant files pursuant to the Plan shall be on the form prescribed by the
Administrative Committee and shall be effective only when received by the
Administrative Committee.  Delivery of such forms may be made by hand or by
certified mail, sent postage prepaid, to K-Tron International, Inc., Routes 55
and 553, Pitman, New Jersey 08071, Attention: Stock Purchase Plan Committee.

          Sec. 6.08  Government Regulation.  The Company's obligation to sell
and to deliver the Stock under the Plan is.at all times subject to all
approvals of any governmental authority required in connection with the
authorization, issuance, sale, or delivery of such Stock.

          Sec. 6.09  Headings, Captions, Gender.  The headings and captions
herein are for convenience of reference only and shall not be considered as a
part of the text.  The masculine shall include the feminine, and vice versa.

         Sec. 6.10  Severability of Provisions; Prevailing Law.  The
provisions of this Plan shall be deemed severable.  In the event any such
provision is determined to be unlawful or unenforceable by a court of
competent jurisdiction or by reason of a change in an applicable statute, this
Plan shall continue to exist as though such provision had never been included
therein.  This Plan shall be governed by the laws of the State of New Jersey,
to the extent such laws are not in conflict with or superseded by federal law.





































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