SC 13E3/A

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 SCHEDULE 13E-3/A

                                 (RULE 13e-100)

                  TRANSACTION STATEMENT UNDER SECTION 13(e) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                            AND RULE 13e-3 THEREUNDER

                        RULE 13E-3 TRANSACTION STATEMENT
           UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934

                                (AMENDMENT NO. 2)

                           MARLTON TECHNOLOGIES, INC.
                              (Name of the Issuer)

                           MARLTON TECHNOLOGIES, INC.
                       (Name of Persons Filing Statement)

                           COMMON STOCK, NO PAR VALUE
                         (Title of Class of Securities)

                                    571263102
                      (CUSIP Number of Class of Securities)

     Alan I. Goldberg, Esq.                     Robert B. Murphy, Esq.
     Marlton Technologies, Inc.                 Pepper Hamilton LLP
     2828 Charter Road                          600 Fourteenth Street, N.W.
     Philadelphia, PA 19154                     Washington, D.C. 20005-2004
     (215) 676 - 6900                           (202) 220-1200
   -----------------------------------------------------------------------------
                (Name, Address and Telephone Number of Person(s)
                Authorized to Receive Notices and Communications
                     on Behalf of Persons Filing Statement)

This statement is filed in connection with (check the appropriate box):

a. [x] The filing of solicitation materials or an information statement subject
to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange
Act of 1934.

b. [ ] The filing of a registration statement under the Securities Act of 1933.

c. [ ] A tender offer.

d. [ ] None of the above.



Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [x]

Check the following box if the filing is a final amendment reporting the results
of the transaction:

                            Calculation of Filing Fee

- --------------------------------------------------------------------------------
                $1,562,500                            $183.91

          Transaction Valuation*               Amount of Filing Fee

- --------------------------------------------------------------------------------
- -----------------------------

*    The amount of the filing fee, calculated in accordance with Exchange Act
Rule 0-11.

[x]  Check box if any part of the fee is offset as provided by Exchange Act Rule
     0-11(a)(2) and identify the filing with which the offsetting fee was
     previously paid. Identify the previous filing by registration statement
     number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:  $183.91

Form or Registration No.: Schedule 14A

Filing Party: Marlton Technologies, Inc.

Date Filed: September 28, 2005

THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
FAIRNESS OR MERITS OF THIS TRANSACTION NOR UPON THE ACCURACY OR ADEQUACY OF THE
INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS
UNLAWFUL AND A CRIMINAL OFFENSE.

                                     - 2 -



                                  INTRODUCTION

      This Amendment No. 2 to Rule 13e-3 Transaction Statement on Schedule 13E-3
(this  "Amendment")  is filed by  Marlton  Technologies,  Inc.,  a  Pennsylvania
Corporation  ("Marlton" or the  "Company"),  and amends and supplements the Rule
13e-3  Transaction  Statement on Schedule  13E-3,  as amended by Amendment No. 1
thereto (as so amended by Amendment No. 1 and this Amendment,  the  "Schedule"),
filed on  September  28, 2005 and  September  30, 2005,  respectively,  with the
Securities  and  Exchange  Commission  (the "SEC").  The  Schedule  relates to a
proposal to the  Company's  shareholders  to approve a 1 for 5,000 reverse stock
split of the outstanding shares of the Company's Common Stock.

      Concurrently  with the filing of this Amendment,  the Company is filing an
amended preliminary proxy statement (the "Proxy Statement") under Regulation 14A
of the  Securities  Exchange  Act of 1934,  as amended,  relating to the Special
Meeting of Marlton Shareholders at which the shareholders will consider and vote
upon the proposed 1 for 5,000 reverse stock split. A copy of the Proxy Statement
is incorporated by reference herein as exhibit (a).

      The information in the Proxy Statement, including all schedules, exhibits,
appendices,  and annexes  thereto,  is hereby expressly  incorporated  herein by
reference  to Items 1 through 15 of the  Schedule.  As of the date  hereof,  the
Proxy  Statement  is in  preliminary  form  and  is  subject  to  amendment  and
completion.  The Schedule will be further  amended to reflect such  amendment or
completion of the Proxy Statement.


Item 6.           Purposes of the Transaction and Plans or Proposals.

                  (b)      USE OF SECURITIES ACQUIRED.

                  The shares of Common Stock acquired in connection with the
reverse stock split will be retired.

                  (c)      PLANS.

      (1) None.

                           (2) None.

                           (3) None.

                           (4) None.

                           (5) None.

                           (6) The information set forth in the section of the Proxy
                               Statement entitled "SUMMARY TERM SHEET" is incorporated
                               herein by reference.

                           (7) None.

                           (8) None.


                                     - 3 -


Item 13.          FINANCIAL STATEMENTS.

                  (a)      FINANCIAL INFORMATION.

                  The information set forth in the section of the Proxy
Statement entitled "THE COMPANY - Financial Statements and Other Information" is
incorporated herein by reference.

                  (b)      PRO FORMA INFORMATION.

                  The pro forma information set forth in Exhibit E to the Proxy
Statement is incorporated herein by reference.


                                     - 4 -



Item 16.          EXHIBITS.

                  (a)      Preliminary Proxy Statement and Form of Proxy for the
                           Special Meeting of Shareholders of Marlton
                           Technologies, Inc.*

                  (b)      (1.1)    Loan Facility with Bank of America, N.A.**

                           (1.2)    Bank of America Consent Letter, dated October
                                    3, 2005.

                           (2.1)    Commitment Letter Signed by Scott Tarte and
                                    Jeffrey Harrow.+

                           (2.2)    Revised Commitment Letter, dated October 6,
                                    2005.

                  (c)      (1)      Fairness Opinion of Mufson Howe Hunter &
                                    Partners LLC*

                           (2)      Fairness Opinion Presentation by Mufson Howe
                                    Hunter & Partners LLC to the Marlton Special
                                    Committee attached as Exhibit B to this
                                    statement.+

                  (d)      Stockholders' Agreement***

                  (f)      Not Applicable - Appraisal Rights Unavailable

                  (g)      None

                  + Previously filed.

                  * Incorporated herein by reference to Marlton's amended preliminary
Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on
October 27, 2005.

                  ** Incorporated herein by reference to Exhibit 10.40 of
Marlton's Annual Report on Form 10-K for the year ended December 31, 2004, filed
with the Securities and Exchange Commission on March 30, 2005.

                  *** Incorporated herein by reference to Exhibit 10.5 of
Marlton's definitive Proxy Statement on Schedule 14A filed with the Securities
and Exchange Commission on September 27, 2001.

                                      - 5 -


                                    SIGNATURE

                  After due inquiry and to the best of his knowledge and belief,
the undersigned certifies that the information set forth in this Amendment is
true, complete and correct.

Dated:  October 26, 2005

                                               MARLTON TECHNOLOGIES, INC.


                                               By:  /s/ Jeffrey K. Harrow
                                                   ---------------------------
                                                   Jeffrey K. Harrow

                                                   Chairman

                                      - 6 -

EX-99.B(1.2)

                                                              Exhibit(b)(1.2)

                                                  BANK OF AMERICA [Logo Omitted]

                                                     GA7-293-01-01
              October 3,2005                         30(degree) Galleria Parkway
                                                     SUITE 800
                                                     ATLANTA, GA 30339
Marlton Technologies, Inc.                           w 7708592AOO
Sparks Exhibits Environments Corp.     770.357 2947
Sparks Exhibits & Environments, Ltd.
Sparks Exhibits & Environments, Inc.
Sparks Custom Retail LLC
2828 Charter Road
Philadelphia, PA 19154


        Re:             Loan and  Security  Agreement  dated as of  February  6,
                        2004,  as  amended  ("Loan  Agreement"),   among  Sparks
                        Exhibits &  Environments  Corp.,  Sparks  Exhibits &
                        Environments,  Ltd., Sparks Exhibits & Environments,
                        Inc.,  Sparks  Custom  Retail  LLC  (formerly  DMS Store
                        Fixtures LLC) and Bank of America, N.A, (as successor to
                        General Electric Capital Corporation)




Ladies and Gentlemen:

 The Borrowers and Marlton Technologies, Inc. have informed the Lender that the
Board of Directors of Marlton has approved a reverse stock split of Marlton's
Common Stock ("Stock Split") in order to relieve Marlton of the substantial and
increasing expense of remaining a Securities and Exchange Commission reporting
company. The proposed transaction was publicly disclosed by Marlton in a press
release dated September 22, 2005. Marlton estimates that approximately
$1,600,000 will be paid to its shareholders to complete the Stock Split, if
approved by the shareholders. It is anticipated that funding will be provided by
the Borrowers under the Loan Agreement. If insufficient funds are available
under the Loan Agreement, Messrs. Harrow and Tarte have agreed to provide the
balance of funds necessary to complete the transaction, in the form of a
secured, subordinated shareholder loan to Marlton ("Shareholder Loan"). The
Borrowers and Marlton have requested the consent of the Lender to the foregoing.

 The Lender hereby consents to the Stock Split, agrees that the Borrowers may
 use Loan proceeds to fund redemptions of Marlton's Common Stock in connection
 with the Stock Split, and consents to Marlton's incurrence of the Shareholder
 Loan, This consent is conditioned upon the following: (1) Net Borrowing
 Availability shall be at least $1,500,000 following consummation of the Stock
 Split; (2) the terms of any Shareholder Loan shall be consistent with these
 terms and otherwise satisfactory to the Lender in its sole discretion,
 including a maturity date at least 90 days after the Stated Expiry Date and
 interest paid-in-kind at a rate not greater than the current interest rate on
 the Revolving Credit Advances; (3) cash prepayment ofprincipal and PIK interest
 on any Shareholder Loan may be made only if (i) no Default or Event of Default
 exists, (ii) upon giving effect to the payment, Net Borrowing Availability is
 at least $1,500,000 on the payment date and on a pro forma daily average basis
 for the preceding 30 days (with no day in such period less than $750,000),
 (iii) the Term Loan has been paid in full (currently maturing March 1,2006),
 and (iv) the cash payment is included in the denominator when calculating the
 Fixed Charge Coverage Ratio for the applicable period; and (4) payment and
 performance of the Shareholder

[Graphic Omitted]





Page 2

Loan shall be subordinated  to the  Obligations  consistent with these terms and
otherwise  on  terms  and  liabilities  being  paid in the  ordinary  course  of
business, and no acceleration of sales.

of America, N.A. now constitutes the Lender under the Loan Agreement, and that
the Borrowers and Guarantors have no actual or potential claim or cause of
action against the Lender relating to this waiver, the Loan Agreement or any
other Loan Documents occurring on or before the date hereof, and they hereby
waive and release the right to assert same.

This waiver shall not constitute a waiver of any term, right or event of default
under the Loan Agreement, except as expressly provided herein, and does not
establish a course of dealing among the parties. Terms are used herein as
defined in the Loan Agreement. Please sign in the space provided below to show
your agreement to these matters.

Sincerely,

BANK OF AMERICA, N.A.


/s/ Seth Benefield
- -------------------------
Title: Vice President


BORROWERS;

SPARKS EXHIBITS & ENVIRONMENTS CORP.

SPARKS EXHIBITS & ENVIRONMENTS, INC.
SPARKS CUSTOM RETAIL LLC (FORMERLY DMS STORE FIXTURES LLC)

By  /s/ Robert B. Ginsburg
    ---------------------------------------------



October 3, 2005
Page 3

GUARANTORS;



By  /s/ Robert B. Ginsburg
    -----------------------------------
    Robert B. Ginsburg, Chief Executive Officer

By  /s/ Robert B. Ginsburg
    ---------------------------------------------
    Robert B. Ginsburg, Chief Financial Officer

ACKNOWLEDGED AND AGREED TO

services only:
By   /s/ Robert B. Ginsburg
     ----------------------------------
     Robert B. Ginsburg

EX-99.B(2.2)

                                                      EX-99.(b)(2.2)

MARLTON
ITECHNOLOQIES, INC. [Logo Omitted]


October 6, 2005

Board of Directors
Marlton Technologies, Inc.
2828 Charter Road
Philadelphia, PA 19154

Gentlemen:

            The Board of Directors of Marlton has been considering a reverse
stock split of Marlton's Common Stock in order to relieve Marlton of the
substantial and increasing expense of remaining a Securities and Exchange
Commission reporting company.


            Marlton estimates that an aggregate of $1,600,000 would be paid to
its shareholders to complete the reverse stock split if approved. Funding for
the transaction is anticipated to be provided under Marlton's existing revolving
credit facility, subject to approval of the lender and availability under the
borrowing formula as provided in the attached letter dated October 3, 2005 from
Bank of America. In the event that the credit facility is insufficient to fund
these payments, the undersigned have agreed to loan sufficient funds to Marlton
to complete the reverse split, at the same interest rate and with the same
security (although subordinated to Marlton's credit facility) as the Bank of
America credit facility and on terms consistent with the attached October 3,
2005 Bank of America letter.


                                                         Sincerely,


                                                         /s/ Jeffrey Harrow
                                                         ----------------------
                                                         Jeffrey Harrow


                                                         /s/ Scott Tarte
                                                         ----------------------
                                                         Scott Tarte