Ex. 2

                     AMENDMENT NUMBER 1 TO RIGHTS AGREEMENT



         This Amendment hereby amends the Preferred Shares Rights Agreement
dated as of December 8, 1998, between RONSON CORPORATION, a New Jersey
corporation (the "Company") and Registrar and Transfer Company, with an address
at 10 Commerce Drive, Cranford, New Jersey (the "Rights Agent").

                                   WITNESSETH

         WHEREAS, the Company has entered into a Preferred Shares Rights
Agreement dated as of December 8, 1998 (the "Agreement") between the Company and
Registrar and Transfer Company; and

         WHEREAS, the Board of Directors of the Company has determined to amend
the Agreement in order to clarify the expansive ability of the Board of
Directors of the Corporation to determine that an Acquiring Person, as such term
is defined in the Agreement, has become such inadvertently;

         NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:

         1. The definition of Acquiring Person set forth in Section 1(a) of the
Agreement, is hereby amended in its entirety to read as follows:

                  "(a) "Acquiring Person" shall mean any Person other than Louis
         V. Aronson II and his heirs, executors, administrators and assignees,
         who or which, together with all Affiliates and Associates of such
         Person, shall be the Beneficial Owner of 12% or more of the Common
         Shares then outstanding, but shall not include the Company, any
         Subsidiary of the Company or any employee benefit plan of the Company
         or of any Subsidiary of the Company, or any entity holding Common
         Shares for or pursuant to the terms of any such plan. Notwithstanding
         the foregoing, no Person shall be deemed to be an Acquiring Person as
         the result of an acquisition of Common Shares by the Company which, by
         reducing the number of shares outstanding, increases the proportionate
         number of shares beneficially owned by such Person to 12% or more of
         the Common Shares of the Company then outstanding; provided, however,
         that if a Person shall become the Beneficial Owner of 12% or more of
         the Common Shares of the Company then outstanding by reason of share
         purchases by the Company and shall, after such share purchases by the
         Company, become the Beneficial Owner of any additional Common Shares of
         the Company (other than pursuant to a dividend or distribution paid or
         made by the Company on the outstanding Common Shares in Common Shares
         or pursuant to a split or subdivision of the outstanding Common
         Shares), then such Person shall be deemed to be an Acquiring Person
         unless upon becoming the Beneficial Owner of such additional Common
         Shares of the Company such Person does not beneficially own 12% or more
         of the Common Shares of the Company then outstanding. Notwithstanding
         the foregoing, (i) if the Company's Board of Directors determines in
         good faith that a Person who would otherwise be an "Acquiring Person"
         as defined pursuant to the foregoing provisions of this paragraph (a),
         has become such inadvertently, and if such Person divested or divests
         as promptly as practicable sufficient number of Common Shares so that
         such Person would no longer be an "Acquiring Person," as defined
         pursuant to the foregoing provisions of this paragraph (a), then such
         Person shall not be deemed to be or to have become an "Acquiring
         Person" as defined pursuant to the foregoing provisions of this
         paragraph (a), then such Persons shall not be deemed to be or to have
         become an "Acquiring Person," for any purposes of this Agreement; and
         (ii) if, as of the date hereof, any Person is the Beneficial Owner of
         12% or more of the Common Shares outstanding, such Person shall not be
         or become an "Acquiring Person," as defined pursuant to the foregoing
         provisions of this paragraph (a), unless and until such time as such
         Person shall become the Beneficial Owner of additional Common Shares
         (other than pursuant to a dividend or distribution paid or made by the
         Company on the outstanding Common



         Shares in Common Shares or pursuant to a split or subdivision of the
         outstanding Common Shares), unless, upon becoming the Beneficial Owner
         of such additional Common Shares, such Person is not then the
         Beneficial Owner of 12% or more of the Common Shares then outstanding."

         2. The form of Rights Certificate attached to the Agreement and all
other related documents shall be modified, where appropriate, to make reference
to this amendment.

         3. Except as so amended, the Agreement shall remain in full force and
effect.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.



REGISTRAR AND TRANSFER CO.                 RONSON CORPORATION
Rights Agent



 /s/William Tatler                         /s/Louis V. Aronson II
------------------------------             -------------------------------------
William Tatler                             Louis V. Aronson II
Vice President                             President and Chief Executive Officer