<PAGE> 2


                                      LOGO


                         SELAS CORPORATION OF AMERICA 
                              2034 LIMEKILN PIKE 
                         DRESHER, PENNSYLVANIA 19025 

                                                                  March 17, 1995


                   NOTICE OF ANNUAL MEETING OF SHAREHOLDERS 
                          TO BE HELD APRIL 18, 1995 

   The Annual Meeting of Shareholders of Selas Corporation of America (the 
"Corporation") will be held at the Holiday Inn, 432 Pennsylvania Avenue, Fort 
Washington, Pennsylvania 19034 on Tuesday, April 18, 1995 at 2:00 p.m., for 
the following purposes: 

       (1) Election of directors; 

       (2) Ratification of the appointment of KPMG Peat Marwick LLP as the 
   Corporation's auditors for the year ending December 31, 1995; and 

       (3) Transaction of such other business as may properly come before the 
   meeting. 

   Shareholders of record at the close of business on March 7, 1995 will be 
entitled to vote at the meeting. This notice and the enclosed proxy are being 
sent to shareholders on or about March 17, 1995. 

 
                              PROXY STATEMENT 

   The enclosed proxy is solicited by the Board of Directors of the 
Corporation. The proxy is revocable at any time prior to its use by delivery 
of a subsequently executed proxy or written notice of revocation to the 
Secretary of the Corporation. As of March 7, 1995, there were 3,460,050 
Common Shares outstanding, each of which is entitled to one vote on all 
matters to be presented at the meeting. The annual report of the Corporation, 
including financial statements, for the year ended December 31, 1994, on 
which no action will be requested at the annual meeting, is included 
herewith. It is not to be regarded as proxy solicitation material. 

                            ELECTION OF DIRECTORS 

   The Board intends to cause Messrs. Francis J. Dunleavy and Stephen F. 
Ryan, the two directors whose terms expire at the 1995 Annual Meeting, to be 
nominated for re-election at the 1995 Annual Meeting to serve until the 1998 
Annual Meeting and until their respective successors have been duly elected 
and have qualified. If either of the nominees should be unavailable on April 
18, 1995, the persons named in the proxy may vote the proxies for such other 
person as they may choose, unless the Board of Directors reduces the number 
of directors to be elected. 

                                      1 


<PAGE> 3

   Assuming a quorum is present, the two nominees receiving the highest 
number of votes cast at the annual meeting will be elected directors. For 
such purposes, the withholding of authority to vote or the specific direction 
not to cast a vote, such as a broker non-vote, will not constitute the 
casting of a vote in the election of directors. 

   The following table sets forth certain information concerning the nominees 
and the persons whose terms as directors will continue after the Annual 
Meeting, including their ages and principal occupations during the past five 
years: 


<TABLE>
<CAPTION>
                                                                                Director     Term 
                        Name, Age and Occupation                                  Since     Expires 
- - -----------------------------------------------------------------------       ----------- --------- 
<S>                                                                            <C>         <C>
John H. Austin, Jr. (66), Retired President and Chief Operating Officer of        1991       1996
 Philadelphia Electric Company (now known as PECO Energy). Director of 
 Philadelphia Suburban Corporation and Philadelphia Subur ban Water Co. Mr. 
 Austin also served as a director of the Corporation  from 1972 to 1987.      

Frederick L. Bissinger (84), Retired Vice Chairman of Allied Chemical             1974       1997 
 Corporation (now known as Allied-Signal Corporation).                       

Roy C. Carriker (57), President and Chief Operating Officer of Teleflex           1991       1997
 Incorporated's Aerospace Products and Services Group, which includes 
 Sermatech International Incorporated, The Teleflex Aerospace/Defense Group 
 and Telair International.                                                     

Francis J. Dunleavy (80), Retired Vice Chairman of ITT Corporation.  Director     1988       1995
 of AEL Industries, Inc., Bird Inc., Crown Cork & Seal Co. Inc., Quaker Chemical 
 Corp. and Scan-Graphics, Inc.                                                 

Stephen F. Ryan (59), President and Chief Executive Officer of the Corporation    1989       1995 
 since May 1988.                                                              

Ralph R. Whitney, Jr. (60), President of Hammond, Kennedy, Whitney  & Co.,        1986       1996
 Inc., a private capital firm. Director of Adage, Inc., Baldwin Technologies, 
 Inc. Excel Industries, Inc., IFR Systems, Inc., and Keene Corporation.       
</TABLE>


                   RATIFICATION OF APPOINTMENT OF AUDITORS 

   Subject to shareholder ratification, on the recommendation of the Audit 
Committee, the Board of Directors has appointed KPMG Peat Marwick LLP as the 
Corporation's auditors for 1995. KPMG Peat Marwick LLP or predecessors have 
served as the Corporation's auditors for many years. The persons named in the 
accompanying proxy will vote to ratify the appointment of KPMG Peat Marwick 
LLP as the Corporation's auditors for 1995 unless contrary instructions are 
received. If a majority of the votes cast on this matter are not cast in 
favor of ratification of this appointment, other auditors will be considered 
and appointed by the Board of Directors. Abstentions, or the specific 
direction not to cast a vote, such as a broker non-vote, will not constitute 
the casting of a vote concerning the ratification of such appointment. A 
representative of KPMG Peat Marwick LLP is expected to be present at the 
annual meeting of shareholders to make a statement if desired and to be 
available to respond to appropriate questions. 

                                      2 


<PAGE> 4

                            ADDITIONAL INFORMATION 

Share Ownership by Certain Beneficial Owners, Directors and Certain Officers 

   The following table sets forth certain information as of December 31, 1994 
concerning beneficial ownership of the Corporation's Common Shares by the 
only persons or groups of persons shown by Securities and Exchange Commission 
records or the Corporation's records to own beneficially more than 5% of the 
Corporation's Common Shares and information as of March 1, 1995 concerning 
such beneficial ownership by all directors and nominees, by each of the 
executive officers named in the Summary Compensation Table below and by all 
directors and executive officers as a group: 


<TABLE>
<CAPTION>
                                                                             Number of      Percent 
Name                                                                         Shares(1)      of Class 
- - ----                                                                        -----------     -------- 
<S>                                                                          <C>            <C>
Mark S. Gorder(2)........................................................... 230,400(3)       6.7% 
 1260 Red Fox Road 
 Arden Hills, Minnesota 55112 
Dimensional Fund Advisors, Inc.............................................. 199,700(4)       5.8% 
 1299 Ocean Avenue, 11th Floor 
 Santa Monica, CA 90401  
John H. Austin, Jr., Director...............................................     500           * 
Frederick L. Bissinger, Director............................................   6,000           * 
Roy C. Carriker, Director...................................................     250           * 
Francis J. Dunleavy, Director...............................................     250           * 
Stephen F. Ryan, Director, President and Chief Executive Officer............  27,500(5)        * 
Ralph R. Whitney, Jr, Director..............................................  20,000           * 
Christian Bailliart, Vice President.........................................   5,000(6)        * 
Frank J. Boyle, Vice President, Sales and Engineering.......................  24,000(7)        * 
James C. Deuer, Vice President..............................................  34,000(8)        * 
Robert W. Ross, Vice President and Chief Financial Officer..................  11,300(9)        * 
All Directors and Executive Officers as a Group (10 persons)................ 128,800(10)      3.6% 
</TABLE>

- - ------ 
* Less than 1%. 

 (1) Unless otherwise indicated, each person has sole voting and investment 
     power with respect to all such shares. 

 (2) Mark S. Gorder is the President and Chief Executive Officer of 
     Resistance Technology, Inc., a wholly-owned subsidiary of the Corporation.

 (3) Includes 5,400 shares which Mr. Gorder has the right to acquire within 
     60 days through the exercise of stock options. 

 (4) The shares indicated are owned by advisory clients of Dimensional Fund 
     Advisors, Inc. ("DFA"), a registered investment advisor. DFA has reported 
     sole voting power with respect to 174,100 shares and sole investment power 
     with respect to 199,700 shares. 

 (5) Includes 21,500 shares which Mr. Ryan has the right to acquire within 60 
     days through the exercise of stock options. 

                                      3 


<PAGE> 5

 (6) Includes 5,000 shares which Mr. Bailliart has the right to acquire 
     within 60 days through the exercise of stock options. 

 (7) Includes 24,000 shares which Mr. Boyle has the right to acquire within 
     60 days through the exercise of stock options. 

 (8) Includes 11,325 shares which Mr. Deuer has the right to acquire within 
     60 days through the exercise of stock options. 

 (9) Includes 11,100 shares which Mr. Ross has the right to acquire within 60 
     days through the exercise of stock options. 

(10) Includes 72,925 shares which executive officers have the right to 
     acquire within 60 days through the exercise of stock options. 


SUMMARY COMPENSATION TABLE 

   The following table sets forth certain information concerning compensation 
paid or accrued by the Corporation and its subsidiaries to the Corporation's 
Chief Executive Officer and its next four most highly compensated executive 
officers (the "Named Officers") for the years indicated. 


<TABLE>
<CAPTION>
                                                                 Long-Term 
                                       Annual Compensation  Compensation Awards   All Other 
                                       ------------------- -------------------   Compensation 
Name and Principal Position      Year  Salary ($) Bonus ($)     Options (#)          ($) 
- - -----------------------------  ------ ---------- --------- ------------------- -------------- 
<S>                            <C>    <C>        <C>       <C>                 <C>
Stephen F. Ryan ................ 1994   $200,000   $78,160            --          $2,310((1)) 
President and Chief              1993    180,000        --         7,500           2,249((1)) 
 Executive Officer               1992    180,000        --            --           2,182((1)) 

Christian Bailliart(2).......... 1994    123,646    15,000            --           4,669((3)) 
Vice President                   1993    115,204     5,933         5,000           3,931((3)) 
 of the Corporation and          1992    116,731        --            --           4,016((3)) 
 Chairman of Selas S.A.  

Robert W. Ross ................. 1994    115,000    39,324            --           1,725((1)) 
Vice President and               1993    100,000        --         7,500           1,500((1)) 
 Chief Financial Officer         1992     95,000        --            --           1,425((1)) 

James C. Deuer ................. 1994    107,500    80,000            --           3,225((1)) 
Vice President of the            1993    100,000    75,000         5,000           3,000((1)) 
 Corporation and President       1992    100,000    60,000            --           3,000((1)) 
 of Deuer Manufacturing, Inc. 

Frank J. Boyle ................. 1994    105,000    30,776            --           1,575((1)) 
Vice President,                  1993    100,000        --         5,000           1,500((1)) 
 Sales and Engineering           1992     95,000        --            --           1,425((1)) 
</TABLE>

- - ------ 
(1) Represents the Corporation's or a subsidiary's contributions to the Named 
    Officer's account under employee savings plans. 

(2) Mr. Bailliart's salary and bonus, which were paid in French Francs, have 
    been translated into US dollars for purposes of this presentation based upon
    the average prevailing exchange rate for the applicable year. 

                                      4 


<PAGE> 6

(3) Represents amounts paid by the Corporation or its subsidiaries to obtain 
    insurance which provides coverage to Mr. Bailliart in the event Mr. 
    Bailliart's employment is terminated. 

STOCK OPTION TABLE 

   The following table sets forth certain information with respect to options 
to purchase the Corporation's Common Shares held by the Named Officers. 


<TABLE>
<CAPTION>
                     Aggregated Option Exercises in 1994 and December 31, 1994 Option Values 
                     ----------------------------------------------------------------------- 
                                                        Number of Shares          Value of Unexercised 
                                                     Covered by Unexercised       In-the-Money Options 
                            Shares               Options at December 31, 1994    at December 31, 1994(1) 
                           Acquired      Value   ----------------------------- ----------------------------- 
Name                      on Exercise   Realized   Exercisable   Unexercisable   Exercisable   Unexercisable 
- - -------------------     ------------- ---------- ------------- --------------- ------------- --------------- 
<S>                      <C>           <C>        <C>           <C>             <C>           <C>
Stephen F. Ryan ......       --           --         23,500         12,000         $54,844           -- 
Christian Bailliart ..       --           --          4,000          6,000              --           -- 
Robert W. Ross .......       --           --          8,700          9,800              --           -- 
James C. Deuer .......       --           --          9,325          8,000           9,809           -- 
Frank J. Boyle .......       --           --         22,000          8,000          63,281           -- 
</TABLE>

- - ------ 
(1) Represents the difference between the option exercise price and the fair 
    market value of the Corporation's Common Shares at December 31, 1994. 
    In-the-money options are those where the fair market value of the underlying
    securities exceeds the exercise price of the option. The closing price of
    the Corporation's Common Shares on December 31, 1994 was $9.875 per share. 

CHANGE-OF-CONTROL ARRANGEMENTS 

   Under agreements expiring June 1, 1996 with Messrs. Ryan, Boyle, Deuer and 
Ross, the Corporation would be required to pay two years' salary to them upon 
involuntary termination (defined to include a reduction in salary, change of 
location or adverse change in responsibilities) following a hostile change in 
control or hostile sale of substantial assets of the Corporation or, in the 
case of Mr. Deuer, Deuer Manufacturing, Inc. 

RETIREMENT PLAN 

   Contributions to the Corporation's Retirement Plan adopted in 1986 
covering certain officers and salaried employees are not reflected in the 
preceding executive compensation tables. The Corporation's Retirement Plan is 
a funded, qualified, defined benefit pension plan that provides benefits for 
eligible employees. The Corporation's Supplemental Retirement Plan, adopted 
in 1994, is a non-qualified supplemental plan that provides benefits that 
would otherwise be denied to eligible employees by reason of certain Internal 
Revenue Code limitations on qualified plan benefits. The following table 
shows the estimated aggregate annual benefits, without offset for Social 
Security benefits, at normal retirement age payable under the Corporation's 
Retirement Plan and the Supplemental Retirement Plan based upon contributions 
both by the Corporation and the covered employee, assuming election of 
payment in the form of an annuity for the employee's life. Effective January 
1, 1992, the Corporation eliminated the requirement for employee contribution 

                                      5 


<PAGE> 7

to the Retirement Plan. Annual benefits under the Corporation's Retirement
Plan and the Supplemental Retirement Plan are based upon the average total
eligible annual compensation for all eligible years of employment. 


<TABLE>
<CAPTION>
 Average total eligible 
annual compensation for 
 all (or last 35) years      Estimated annual retirement benefits 
      of employment              based on credited service of: 
- - -----------------------  ------------------------------------------- 
                           10 years   15 years   20 years   25 years 
                         ---------- ---------- ---------- ---------- 
<S>                      <C>        <C>        <C>        <C>
      $ 50,000             $ 8,400    $12,600    $16,800   $ 21,000 
       100,000              17,400     26,100     34,800     43,500 
       150,000              26,400     39,600     52,800     66,000 
       200,000              35,400     53,100     70,800     88,500 
       250,000              44,400     66,600     88,800    111,000 
</TABLE>


The estimated credited years of service under the pension plan for the Named 
Officers were as follows: Mr. Ryan, 6; Mr. Boyle, 8; and Mr. Ross, 3. Mr. 
Bailliart and Mr. Deuer do not participate in the Retirement Plan or the 
Supplemental Retirement Plan. 

RESISTANCE TECHNOLOGY, INC. 

   On October 20, 1993, the Corporation acquired all of the outstanding 
common shares of Resistance Technology, Inc., a Minnesota corporation 
("RTI"). 

   In connection with the acquisition of RTI, the Corporation issued to Mark 
S. Gorder, the President, Chief Executive Officer and formerly a principal 
shareholder of RTI, cash and four promissory notes of the Corporation, which 
notes aggregated $1,800,000, with the latest maturity being October 3, 1994 
and each of which carried an annual interest rate of 6 3/4 %. The four 
promissory notes were paid when due. 

   At the time of consummation of the acquisition of RTI, RTI entered into a 
five-year employment agreement with Mr. Gorder which provides for a minimum 
base annual compensation of $160,706. Under such employment agreement and an 
accompanying non-competition agreement between the Corporation and Mr. 
Gorder, Mr. Gorder, who currently serves as president and chief executive 
officer of RTI, has agreed not to engage in certain activities which are 
competitive with RTI for a period equal to the greater of (i) three years 
following the termination of his employment by RTI or (ii) five years from 
the date of his employment agreement. 

   Mr. Gorder is a general partner (with a one-third interest) of Arden 
Partners I, a Minnesota general partnership ("Arden") that owns and leases to 
RTI under a lease entered into in October 1991 one of RTI's two manufacturing 
facilities. In connection with the RTI acquisition, Arden executed an 
agreement with RTI to extend the term of such lease from November 1, 1996 to 
October 31, 2003 and to grant RTI two successive renewal term options of five 
years each. Under this extension agreement, the base monthly rent during each 
extension term is to be tied to the fair rental value at the commencement of 
the applicable extension term. Under the current lease, RTI pays Arden a base 
monthly rent of approximately $30,253. 

                                      6 


<PAGE> 8

   Notwithstanding any incorporation of future filings, including proxy 
statements, by reference contained in any of the Corporation's previous 
filings under the Securities Act of 1933 or the Securities Exchange Act of 
1934, the following Compensation Committee Report and the Performance Graph 
on page 9 shall not be incorporated into any such filings. Such report and 
graph are not to be deemed filed with the Securities and Exchange Commission 
and are not to be regarded as proxy solicitation material. 

C
OMPENSATION COMMITTEE REPORT 

   The Corporation's compensation program for officers, which is administered 
by the Compensation Committee of the Board of Directors, is designed to align 
a significant portion of officer compensation with the Corporation's business 
objectives and performance. The Compensation Committee consists of four 
outside directors, none of whom has ever been an employee of the Corporation 
or any of its subsidiaries. 

   The Corporation's officer compensation program is comprised of base 
salary, potential annual cash incentive compensation and long-term incentive 
compensation in the form of stock options. Officers are also covered under 
medical, life insurance, pension and savings plans generally available to 
employees of the Corporation or the business unit managed by the officer. 

   Through the use of data on comparable companies and its evaluation of 
officers' performance, the Compensation Committee's objective is to recommend 
to the Board of Directors the setting of total base salary and potential 
incentive compensation for Mr. Ryan, the Corporation's Chief Executive 
Officer, and other officers at levels designed to achieve the Corporation's 
objectives of attracting, retaining, motivating and rewarding talented 
executives. The Committee's philosophy is that a significant portion of the 
total potential compensation of the Chief Executive Officer and other senior 
executives should be leveraged to be dependent upon the degree of the 
Corporation's or a business unit's financial success in a particular year. 
The Corporation had record earnings years in 1989, 1990 and 1991, sustained a 
loss in 1992, returned to profitability in 1993 and experienced further 
improvement in 1994. Thus the bonus or incentive compensation paid to 
officers such as Mr. Ryan, Mr. Boyle and Mr. Ross, whose bonus or incentive 
compensation is tied to corporate performance, can vary markedly from year to 
year in accordance with the financial performance of the Corporation as a 
whole. Mr. Deuer receives bonus compensation on a discretionary basis, based 
upon, among other things, the performance of his business unit. Mr. 
Bailliart's bonus compensation is tied to the achievement of target net 
income (measured in U.S. dollars) of his business unit. Although such target 
net income was not achieved in 1994, the Committee recommended, and the Board 
of Directors approved, a discretionary bonus for Mr. Bailliart with respect 
to 1994 based upon, among other things, Mr. Bailliart's performance. 

   The Corporation's Executive Incentive Plan, which was formulated over the 
course of 1992 and early 1993 and amended in 1994 and which covers the 
officers of the Corporation other than Mr. Bailliart and Mr. Deuer, ties one 
half of potential payments to participants to return on shareholders' equity 
("ROE") and the other half of potential payments to consolidated net income. 
Minimum levels of performance must be achieved before any amounts are paid 
under the consolidated net income or ROE components of the Plan. Once the 
applicable minimum performance threshold has been achieved, payments under 
each component of the Plan are a function of a maximum bonus for each officer 
dependent on a percentage of the officer's base compensation and ROE or 
consolidated net income achieved for the year. Under the Plan, the Committee 
has the discretion to recommend to the Board that an additional bonus be paid 
to participants. 

                                      7 


<PAGE> 9

   Officers covered by the Executive Incentive Plan received bonus 
compensation for 1994 pursuant to the Plan as the level of performance, 
measured by both consolidated net income and ROE, resulted in bonus 
compensation slightly below the midpoint between bonus payable at threshold 
levels of performance and maximum potential bonus based upon 1994 targets 
established by the Board of Directors and recommended by the Compensation 
Committee. 

   The Corporation's stock option plans are its long-term incentive plans for 
officers and key employees. The stock option plans are designed further to 
align the interests of the Corporation's executives and its shareholders by 
creating a direct link between long-term executive compensation and long-term 
increases in shareholder values. Since all options are granted at fair market 
value at the time of grant, there is no built-in profit and thus the value of 
the option is tied solely and directly to increases in value of the 
Corporation's Common Shares. Stock options are granted to the Corporation's 
officers from time to time as deemed appropriate by the Committee based on 
various factors, including particularly the executive's ability to influence 
the Corporation's long- term growth and profitability. 

   The Compensation Committee periodically reviews the base compensation of 
the Corporation's officers. At the end of 1994, based on various factors, 
including the Corporation's continued earnings improvement in 1994 and the 
relationship between the level of Mr. Ryan's base compensation and the median 
compensation of chief executive officers of companies in the American Stock 
Exchange Capital Goods Index with annual revenues between $40 million and 
$120 million, the Committee recommended an increase of $10,000 in the base 
annual rate of compensation of Mr. Ryan. 

                                            THE COMPENSATION COMMITTEE 
                                             Francis J. Dunleavy, Chairman 
                                             Frederick L. Bissinger 
                                             Roy C. Carriker 
                                             Ralph R. Whitney, Jr. 

                                      8 


<PAGE> 10

PERFORMANCE GRAPH 

   The following graph shows the cumulative total return for the last five 
years, calculated as of December 31 of each such year, for the Corporation's 
Common Shares, the Standard & Poor's 500 Index and the American Stock 
Exchange Capital Goods Index. The graph assumes that the value of the 
investment in each of the three was $100 at December 31, 1989 and that all 
dividends were reinvested. 




|-----------------------------------------------------------------------------|
|     200|------------------------------------------------------------------| |
|        |                                                                  | |
|        |                                                                  | |
|     180|------------------------------------------------------------------| |
|        |                                                *                 | |
|        |                                                                  | |
|     160|------------------------------------------------------------------| |
|        |                                                 &            &   | |
|  D     |                                     *                            | |
|  O  140|------------------------------------------------------------------| | 
|  L     |                         *          &                        *    | |
|  L     |                         &                       #           #    | |
|  A  120|------------------------------------------------------------------| |
|  R     |                                                                  | |
|  S     |               *                                                  | |
|     100|---*&#-------------------#-----------#----------------------------| |
|        |               &                                                  | |
|        |               #                                                  | |
|      80|------------------------------------------------------------------| |
|        |                                                                  | |
|        |                                                                  | |
|      60|----|----------|---------|-----------|-----------|-----------|----| |
|            1989      1990      1991        1992         1993        1994    |
|                                                                             |
|                      *=SELAS        &=S&P 500       #=AMEX                  |
|                                                                             |
|-----------------------------------------------------------------------------|


===============================================================================
                              1989    1990    1991     1992     1993     1994
- - -------------------------------------------------------------------------------
Selas Corporation of
 America                      $100    $111    $138     $149     $178     $130
- - -------------------------------------------------------------------------------
S&P 500 Index                  100      97     126      136      151      153
- - -------------------------------------------------------------------------------
AMEX Capital Goods Index       100      84     101      102      126      122
===============================================================================

                                      9 


<PAGE> 11

BOARD AND COMMITTEE MATTERS 

   The Corporation's Board of Directors met ten times in 1994. Directors who 
are not officers of the Corporation receive an annual retainer of $20,000 
plus $800 per Board or Committee meeting attended on a particular day and 
$400 for each additional Board or Committee meeting attended on the same day. 

   The Board of Directors has standing Audit and Compensation Committees. 
There is no standing Nominating Committee. 

   The Audit Committee, comprised of Mr. Austin, Chairman, and Messrs. 
Bissinger and Whitney, met two times in 1994. The Audit Committee receives 
information from the outside auditors and from management of the Corporation 
relating to the Corporation's financial statements and considers 
recommendations of the auditors and financial management as to audit and 
accounting matters. 

   The Compensation Committee, comprised of Mr. Dunleavy, Chairman, and 
Messrs. Bissinger, Carriker and Whitney, met three times during 1994. The 
Compensation Committee reviews and makes recommendations to the Board of 
Directors concerning officer compensation and officer and employee bonus 
programs and administers the Corporation's 1985 Stock Option Plan and the 
1994 Stock Option Plan. 

SHAREHOLDER PROPOSALS 

   Under Securities and Exchange Commission rules, certain shareholder 
proposals may be included in the Corporation's proxy statement. Any 
shareholder desiring to have such a proposal included in the Corporation's 
proxy statement for the Annual Meeting to be held in 1996 must deliver a 
proposal in full compliance with Rule 14a-8 under the Securities Exchange Act 
of 1934 to the Corporation's executive offices not later than November 16, 
1995. 

OTHER MATTERS 

   The management of the Corporation knows of no matters other than those 
stated above to come before the meeting. However, if any other matters should 
properly come before the meeting, the enclosed proxy confers discretionary 
authority with respect thereto. 

   The cost of printing and mailing this notice and soliciting the proxies is 
to be borne by the Corporation. Employees of the Corporation may solicit 
proxies by personal interview, mail, telephone and telegraph. The Corporation 
has retained Hill and Knowlton, Inc. to assist in the solicitation of proxies 
at an estimated cost of approximately $3,750 plus expenses. The Corporation 
will request brokerage houses and other nominees to forward soliciting 
material to the beneficial owners of the shares held of record by such 
persons. The Corporation will reimburse them for their expenses in doing so. 

                                                Robert W. Ross
                                                Secretary 

                                      10 


<PAGE> 12


                          SELAS CORPORATION OF AMERICA
                          DRESHER, PENNSYLVANIA 19025
         This Proxy is Solicited on Behalf of the Board of Directors 

         The person signing this Proxy hereby appoints STEPHEN F. 
         RYAN and ROBERT W. ROSS as proxies, each with power to 
         appoint his substitute, and hereby authorizes them to 
         represent and to vote, as designated on the reverse side of 
         this Proxy card, all the common shares of Selas Corporation 
         of America held of record by the person signing this Proxy 
         on March 7, 1995 at the annual meeting of shareholders to 
         be held on April 18, 1995 or any adjournment thereof. 

         PLEASE SIGN AND RETURN THIS PROXY IN THE ENCLOSED POSTAGE 
                                PAID ENVELOPE. 
                          (continued on other side) 





                             FOLD AND DETACH HERE 


<PAGE> 13


 1. ELECTION OF DIRECTORS. 
    The nominees for election are Francis J. Dunleavy and Stephen F. Ryan.
 
  FOR all nominees          / /        Withhold Authority        / / 
listed above (except as                to vote for all  
 marked to the                        nominees listed above 
contrary at the right) 
                              
To withhold authority to vote for
any individual nominee, write that 
nominee's name in the space provided below. 

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

2. PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG PEAT 
   MARWICK LLP AS THE AUDITORS OF THE CORPORATION. 
   
   FOR         AGAINST             ABSTAIN
   / /          / /                  / /

3. In their discretion, the Proxies are authorized to vote upon such other 
 business as may properly come before the meeting. 

                                 THE SHARES REPRESENTED BY THIS PROXY,
                                 DULY EXECUTED, WILL BE VOTED AS 
                                 INSTRUCTED ABOVE. IF INSTRUCTIONS ARE
                                 NOT GIVEN, THEY WILL BE VOTED FOR THE 
                                 ELECTION OF DIRECTORS AS SET FORTH IN
                                 THE CORPORATION'S PROXY STATEMENT AND 
                                 FOR RATIFICATION OF THE APPOINTMENT
                                 OF AUDITORS. 

                                 -------------------------------------------
 
                                 -------------------------------------------
                                                Signature
 
                                 Your signature should appear exactly as your
                                 name appears in the space to the left. For
                                 joint accounts, any co-owner may sign. When
                                 signing in a fiduciary or representative
                                 capacity, please give your full title as such. 

                                 Date                                  , 1995
                                     ----------------------------------
   

 "PLEASE MARK INSIDE BLUE BOXES SO THAT DATA 
  PROCESSING EQUIPMENT WILL RECORD YOUR VOTES" 


                              FOLD AND DETACH HERE