<PAGE>

                            SCHEDULE 14A INFORMATION
                Proxy Statement Pursuant to Section 14(a) of the
                        Securities Exchange Act of 1934

                  [Amendment No. ............................]

Filed by the Registrant /X/
Filed by a Party other than the Registrant / /

Check the appropriate box:

/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
    Section 240.14a-12

                          SELAS CORPORATION OF AMERICA
 -----------------------------------------------------------------------------
                (Name of Registrant as Specified in Its Charter)


 -----------------------------------------------------------------------------
                   (Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).

/ / $500 per each  party to the  controversy  pursuant  to  Exchange  Act Rule
    14a-6(i)(3).

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

    1) Title of each class of securities to which transaction applies:


       ----------------------------------------------------------------------
    2) Aggregate number of securities to which transaction applies:


       ----------------------------------------------------------------------
    3) Per unit price or other underlying value of transaction computed
       pursuant to Exchange Act Rule 0-11:*


       ----------------------------------------------------------------------
    4) Proposed maximum aggregate value of transaction:


       ----------------------------------------------------------------------
*Set forth the amount on which the filing fee is calculated and state how it
 was determined.

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

    1) Amount Previously Paid:_______________________________________________

    2) Form Schedule or Registration Statement No.:__________________________

    3) Filing Party:_________________________________________________________

    4) Date Filed:___________________________________________________________

<PAGE>

                                   SELAS LOGO

                         SELAS CORPORATION OF AMERICA 

                              2034 LIMEKILN PIKE 

                         DRESHER, PENNSYLVANIA 19025 

                                                                March 15, 1996 


                   NOTICE OF ANNUAL MEETING OF SHAREHOLDERS 

                          TO BE HELD APRIL 16, 1996 

   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 16, 1996 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, 1996; and 

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

   The Board of Directors has fixed the close of business on March 5, 1996 as 
the record date for the determination of shareholders entitled to notice of 
and to vote at the meeting. 

   All shareholders are cordially invited to attend the meeting, but whether or 
not you expect to attend the meeting in person, please mark, sign and date 
the enclosed proxy and return it promptly in order that your shares may be 
voted. If you attend the meeting, you may revoke your proxy and vote in 
person. 

 
                              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. The Board of Directors has fixed the close of 
business on March 5, 1996 as the record date for determination of the 
shareholders entitled to vote at the annual meeting. As of March 5, 1996, 
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. This proxy statement 
and the enclosed proxy are being sent to shareholders on or about March 15, 
1996. The annual report of the Corporation, including consolidated financial 
statements, for the year ended December 31, 1995, on which no action will be 
requested at the annual meeting, is included herewith. It is not to be 
regarded as proxy solicitation material. 

                                        1

<PAGE>

                            ELECTION OF DIRECTORS 

   The Board intends to cause Messrs. John H. Austin, Jr. and Ralph R. 
Whitney, Jr., the two directors whose terms expire at the 1996 Annual 
Meeting, to be nominated for re-election at the 1996 Annual Meeting to serve 
until the 1999 Annual Meeting and until their respective successors have been 
duly elected and have qualified. If either of the nominees should be 
unavailable on April 16, 1996, 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. 

   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. (67), Retired President and Chief Operating Officer         1991        1996 
  of Philadelphia Electric Company (now known as PECO Energy). Director of 
  Philadelphia Suburban Corporation and Philadelphia Suburban Water Co. 
  Mr. Austin also served as a director of the Corporation from 1972 to 
  1987. 

Frederick L. Bissinger (85), Retired Vice Chairman of Allied Chemical           1974        1997 
  Corporation (now known as Allied-Signal Corporation). 

Roy C. Carriker (58), President and Chief Operating Officer of TFX              1991        1997 
  Aerospace, a Teleflex Incorporated Group. 

Francis J. Dunleavy (81), Retired Vice Chairman of ITT Corporation.             1988        1998 
  Director of AEL Industries, Inc., Bird Inc., Crown Cork & Seal Co. Inc., 
  Quaker Chemical Corp. and Scan-Graphics, Inc. 

Mark S. Gorder (49), Vice President of the Corporation, President and           1996(1)     1998 
  Chief Executive Officer of Resistance Technology, Inc., a subsidiary of 
  the Corporation since 1993. 

Stephen F. Ryan (60), President and Chief Executive Officer of the              1989        1998 
  Corporation since May 1988. 

Ralph R. Whitney, Jr. (61), 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>


- ------ 
(1) The Board of Directors elected Mr. Gorder a director of the Corporation 
    effective January 8, 1996. 

                                        2

<PAGE>

                     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 1996. 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 1996 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. 

                             ADDITIONAL INFORMATION

Share Ownership by Certain Beneficial Owners, Directors and Certain Officers 

  The following table sets forth certain information as of December 31, 1995 
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 February 15, 1996 
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>
Dimensional Fund Advisors, Inc.  ................................      200,100(2)      5.8% 
 1299 Ocean Avenue, 11th Floor  .................................                    
 Santa Monica, CA 90401  ........................................                    
John H. Austin, Jr., Director  ..................................        2,000            * 
Frederick L. Bissinger, Director  ...............................        6,000            * 
Roy C. Carriker, Director  ......................................        1,000            * 
Francis J. Dunleavy, Director  ..................................        1,050(3)         * 
Mark S. Gorder, Director and Vice President(4)  .................      199,900(5)      5.8% 
Stephen F. Ryan, Director, President and Chief Executive Officer        32,000(6)         * 
Ralph R. Whitney, Jr., Director  ................................       20,000            * 
Christian Bailliart, Vice President  ............................        7,000(7)         * 
Frank J. Boyle, Vice President, Sales and Engineering  ..........       27,000(8)         * 
James C. Deuer, Vice President  .................................       37,000(9)      1.0% 
Robert W. Ross, Vice President and Chief Financial Officer  .....       15,200(10)        * 
All Directors and Executive Officers as a Group (11 persons)  ...      348,150(11)     9.8% 
</TABLE>

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

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

 (2) 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 169,900 shares and sole 
     investment power with respect to 200,100 shares. 

 (3) Includes 300 shares owned by Mr. Dunleavy's wife. 

 (4) Mr. Gorder, whose business address is 1260 Red Fox Road, Arden Hills, 
     Minnesota 55112, is also President and Chief Executive Officer of 
     Resistance Technology, Inc., a wholly-owned subsidiary of the 
     Corporation. 

 (5) Includes 10,800 shares which Mr. Gorder has the right to acquire within 
     60 days through the exercise of stock options. 

                                      3 

<PAGE>

 (6) Includes 26,000 shares which Mr. Ryan has the right to acquire within 60 
     days through the exercise of stock options. 

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

 (8) Includes 27,000 shares which Mr. Boyle has the right to acquire within 
     60 days through the exercise of stock options. 

 (9) Includes 14,325 shares which Mr. Deuer has the right to acquire within 
     60 days through the exercise of stock options. 

(10) Includes 15,000 shares which Mr. Ross has the right to acquire within 60 
     days through the exercise of stock options. 

(11) Includes 100,125 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, its next four most highly compensated executive 
officers and Mr. Gorder, who became a Vice President of the Corporation in 
1996 (the "Named Officers"), for the years indicated. 


<TABLE>
<CAPTION>
                                                                         Long-Term 
                                             Annual Compensation    Compensation Awards       All Other 
                                          -----------------------    -------------------   --------------- 
Name and Principal Position        Year     Salary($)   Bonus($)        Options(#)         Compensation($) 
- ---------------------------        ----   ----------    ---------   -------------------    --------------- 
<S>                               <C>     <C>            <C>         <C>                   <C>
Stephen F. Ryan  ..............    1995     $210,000     $25,000            10,000            $2,310(1) 
President and Chief                1994      200,000      78,160                --             2,310(1) 
 Executive Officer                 1993      180,000          --             7,500             2,249(1) 
                    
Mark S. Gorder(2)  ............    1995      173,429      70,282            10,000             4,620(1) 
Vice President of the              1994      166,987      68,662                --             4,620(1) 
 Corporation and                   1993       32,082      52,775            27,000               962(1) 
 President and Chief Executive 
 Officer of Resistance 
 Technology, Inc.

Christian Bailliart(3)  .......    1995      144,578      15,000             6,000             6,107(4) 
 Vice President                    1994      123,646      15,000                --             4,669(4) 
 of the Corporation and            1993      115,204       5,933             5,000             3,931(4) 
 Chairman of Selas S.A.

Robert W. Ross  ...............    1995      125,000      15,000             8,000             1,725(1) 
Vice President and                 1994      115,000      39,324                --             1,725(1) 
 Chief Financial Officer           1993      100,000          --             7,500             1,500(1) 

Frank J. Boyle  ...............    1995      110,000      15,000             6,000             1,650(1) 
Vice President,                    1994      105,000      30,776                --             1,575(1) 
 Sales and Engineering             1993      100,000          --             5,000             1,500(1) 

James C. Deuer  ...............    1995      107,500      15,000             6,000             3,225(1) 
Vice President of the              1994      107,500      80,000                --             3,225(1) 
 Corporation and                   1993      100,000      75,000             5,000             3,000(1) 
 President of Deuer 
 Manufacturing, Inc.
</TABLE>


                                        4

<PAGE>

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

(2) Mr. Gorder's 1993 salary set forth in the table represents the salary 
    earned by Mr. Gorder following the acquisition of Resistance Technology, 
    Inc. by the Corporation on October 20, 1993. 

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

(4) 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 TABLES 

   The following tables set forth certain information with respect to stock 
option grants by the Corporation to the Named Officers in fiscal 1995 and the 
number of unexercised options and the value of unexercised in-the- money 
options at the 1995 fiscal year-end, respectively. 

                            OPTION GRANTS IN 1995 


<TABLE>
<CAPTION>
                                                 Individual Grants                  Potential Realizable 
                                    --------------------------------------------  Value at Assumed Annual 
                                       % of Total                                     Rates of Stock 
                                        Options                                      Appreciation for 
                                      Granted to        Exercise                      Option Term (2) 
                         Options     Employees in      Price Per     Expiration    ---------------------- 
Name                     Granted        1995(1)          Share         Date           5%          10% 
- ----                    ---------   --------------    -----------   ------------   ---------   ---------- 
<S>                     <C>        <C>               <C>            <C>           <C>          <C>
Stephen F. Ryan  ....     10,000        9.2%           $8.03125       12/19/05      $50,508     $127,998 
Mark S. Gorder  .....     10,000        9.2%            8.03125       12/19/05       50,508      127,998 
Christian Bailliart..      6,000        6.5%            8.03125       12/19/05       30,305       76,799 
Robert W. Ross  .....      8,000        8.7%            8.03125       12/19/05       40,406      102,398 
Frank J. Boyle  .....      6,000        6.5%            8.03125       12/19/05       30,305       76,799 
James C. Deuer  .....      6,000        6.5%            8.03125       12/19/05       30,305       76,799 
</TABLE>
                                                       

- ------ 
(1) The Corporation granted options to purchase a total of 92,000 Common 
    Shares during 1995. 

(2) These amounts represent hypothetical gains that could be achieved for the 
    respective options if exercised at the end of the option term. These 
    gains are based on assumed rates of stock appreciation of 5% and 10% 
    compounded annually from the date the respective options were granted to 
    their expiration date. 

                                        5

<PAGE>

                       AGGREGATED OPTION EXERCISES IN 1995
                       AND DECEMBER 31, 1995 OPTION VALUES


<TABLE>
<CAPTION>
                                                           Number of Shares                 Value of Unexercised 
                                                         Covered by Unexercised             In-the-Money Options
                          Shares                      Options at December 31, 1995         at December 31, 1995(1) 
                         Acquired          Value      ------------------------------     ------------------------------
Name                    on Exercise      Realized     Exercisable     Unexercisable      Exercisable     Unexercisable 
- ----                    -------------   ----------    -----------     -------------      -----------     -------------- 
<S>                     <C>             <C>          <C>              <C>               <C>             <C>
Stephen F. Ryan  ...      5,000          $17,969        23,000            17,500          $32,750          $17,188 
Mark S. Gorder  ....         --               --        10,800            26,200               --           17,188 
Christian Bailliart.         --               --         6,000            10,000               --           10,313 
Robert W. Ross  ....         --               --        12,600            15,900               --           13,750 
Frank J. Boyle  ....         --               --        25,000            11,000           61,406           10,313 
James C. Deuer  ....         --               --        12,325            11,000            9,518           10,313 
</TABLE>


(1) Represents the difference between the option exercise price and the fair 
    market value of the Corporation's Common Shares at December 31, 1995. 
    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, 1995 was 
    $9.75 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 
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. 

                                        6

<PAGE>


<TABLE>
<CAPTION>
  Average total eligible          Estimated annual retirement benefits 
 annual compensation for              based on credited service of: 
  all (or last 35) years   -------------------------------------------------- 
      of employment        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, 7; Mr. Boyle, 9; and Mr. Ross, 4. Mr. 
Bailliart, Mr. Gorder 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"). 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 vice president of the Corporation 
and 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 $31,756. 

   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 10 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. 

                                        7

<PAGE>

   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, 1994 and 1995. 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 1995, the 
Committee recommended, and the Board of Directors approved, a discretionary 
bonus for Mr. Bailliart with respect to 1995 based upon, among other things, 
Mr. Bailliart's performance. Mr. Gorder receives bonus compensation under an 
incentive compensation plan that has been in existence at RTI since before 
the acquisition of RTI by the Corporation. Under such plan, incentive 
compensation is tied to increases in net income and sales and certain 
individual performance objectives. 

   The Corporation's Executive Incentive Plan, which covers the officers of 
the Corporation other than Mr. Bailliart, Mr. Deuer and Mr. Gorder, 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 
may recommend to the Board that a discretionary bonus be paid to 
participants. 

   Although the level of performance of the Corporation for 1995 was below 
the threshold levels of performance established by the Board of Directors and 
recommended by the Compensation Committee for 1995, the Board of Directors, 
based on the recommendation of the Committee, determined to award the 
officers covered by the Plan a discretionary bonus for 1995. 

   The Corporation's stock option plan is its long-term incentive plan for 
officers and key employees. The stock option plan is 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. 

                                        8

<PAGE>

   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 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. At the end of 1995, based on various 
factors, including the Corporation's 1995 financial results and prior 
increases in Mr. Ryan's base compensation that were made in view of, among 
other things, salaries of chief executive officers of comparable companies, 
the Committee recommended that Mr. Ryan's base annual rate of compensation 
for 1996 remain the same as in 1995. 

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

                                        9

<PAGE>

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, 1990 and that all 
dividends were reinvested. 

                                


    300 |------------------------------------------------------------------| 
        |                                                                  |
        |                                                                  | 
        |                                                                  | 
    250 |------------------------------------------------------------------|  
D       |                                                                  |
        |                                                                  |
O       |                                                             &#   |
    200 |------------------------------------------------------------------| 
L       |                                                                  |
        |                                                                  |
L       |                                   *&#           &                | 
    150 |------------------------------------------------------------------| 
A       |                         *&                      #                |
        |               *&                                                 | 
R       |                #        #                       *           *    | 
    100 |---*&#------------------------------------------------------------| 
S       |                                                                  |
        |                                                                  |
        |                                                                  | 
     50 |------------------------------------------------------------------| 
        |                                                                  |
        |                                                                  |
        |                                                                  | 
       0|----|----------|---------|-----------|-----------|-----------|----| 
            1990       1991      1992        1993        1994        1995

                                                                             
        * = SELAS CORPORATION OF AMERICA                 & = S & P 500 INDEX
                               # = AMEX CAPITAL GOODS INDEX



<TABLE>
<CAPTION>
                                                         Five Year Total Return
                                       ----------------------------------------------------------
<S>                                   <C>        <C>       <C>        <C>        <C>        <C>
                                       1990       1991      1992       1993       1994       1995
                                       ----       ----      ----       ----       ----       ----
   SELAS CORPORATION OF AMERICA   *    $100       $125      $134      $161       $118        $119       
                S & P 500 INDEX   &     100        130       140       156        158         217
       AMEX CAPITAL GOODS INDEX   #     100        121       122       151        146         212

</TABLE>


                                       10

<PAGE>

BOARD AND COMMITTEE MATTERS 

   The Corporation's Board of Directors met nine times in 1995. 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 1995. 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 two times during 1995. 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 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 1997 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 18, 
1996. 

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

                                       11


<PAGE>

                          SELAS CORPORATION OF AMERICA
                          DRESHER, PENNSYLVANIA 19025

          This Proxy is Solicited on Behalf of the Board of Directors

    The undersigned, revoking all prior proxies, hereby appoints STEPHEN F.
RYAN AND ROBERT W. ROSS, and either of them, will full power of substitution,
as proxies and hereby authorizes them to represent and to vote all the Common
Shares of Selas Corporation of America held of record by the undersigned on
March 5, 1996 at the annual meeting of shareholders to be held on April 16,
1996 or any adjournment thereof.



  PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED
                             POSTAGE PAID ENVELOPE.

                          (continued on reverse side)

                              FOLD AND DETACH HERE

<PAGE>

                                            Please mark
                                            your votes as    /X/
                                            indicated in
                                            this example

1. ELECTION OF DIRECTORS.
   The nominees for election are John H. Austin, Jr. and Ralph R. Whitney, Jr.

FOR all nominees        Withhold Authority       To withhold authority to vote
listed above (except    to vote for all          for any individual nominee,
as marked to the        nominees listed          write that nominee's name in
contrary at the right)  above                    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                                            , 1996
    --------------------------------------------


                              FOLD AND DETACH HERE