UNITED STATES
                           SECURITIES AND EXCHANGE COMMISSION
                                 Washington, D.C.  20549
                                       FORM 10-K
      (Mark One)
      (X)          ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                             SECURITIES EXCHANGE ACT OF 1934
                       For the fiscal year ended December 31, 1995
                                           OR
      ( )       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                             SECURITIES EXCHANGE ACT OF 1934

          For the transition period from                to                

                             Commission File Number 1-5005

                              SELAS CORPORATION OF AMERICA
               (Exact name of registrant as specified in its charter)

                Pennsylvania                         23-1069060
      (State or other jurisdiction of      (IRS Employer Identification No.)
      incorporation or organization)              

             Dresher, Pennsylvania                        19025
      (Address of principal executive office)          (Zip Code)
      Registrant's telephone number, including area code (215) 646-6600
       
      Securities registered pursuant to Section 12(b) of the Act:

                                           Name of each exchange on
           Title of each class                  which registered    
          Common Shares, $1 par             American Stock Exchange

      Securities registered pursuant to Section 12(g) of the Act:  None

      Indicate by check mark whether the registrant (1) has filed all reports
      required to be filed by Section 13 or 15(d) of the Securities Exchange
      Act of 1934 during the preceding 12 months (or for such shorter periods
      that the registrant was required to file such reports), and (2) has been
      subject to such filing requirements for the past 90 days. Yes X  No  

      Indicate by check mark if disclosure of delinquent filers pursuant to
      Item 405 of Regulation S-K is not contained herein, and will not be
      contained, to the best of registrant's knowledge, in definitive proxy or
      information statements incorporated by reference in Part III of this Form
      10-K or any amendment to this Form 10-K.              (X)

      The aggregate market value, as of March 1, 1996, of the voting stock held
      by non-affiliates of the registrant was approximately $34,775,000. 
      (Aggregate market value is estimated solely for the purposes of this
      report and shall not be construed as an admission for the purposes of
      determining affiliate status.)

      At March 1, 1996, there were 3,460,050 of the Company's common shares
      outstanding (exclusive of 242,376 treasury shares).

                          DOCUMENTS INCORPORATED BY REFERENCE
      Portions of the Company's 1995 annual report to shareholders are
      incorporated by reference into Part II of this report.  Portions of the
      Company's proxy statement for the 1996 annual meeting of shareholders are
      incorporated by reference into Part III of this report.  Except for the
      parts of such documents that have been specifically incorporated herein
      by reference, such documents shall not be deemed "filed" for the purposes 
      of this report.




                                        -2-


                                     PART I

      ITEM 1.  Business

      Selas Corporation of America (together with its subsidiaries, unless the
      context otherwise requires, referred to herein as the ("Company")), was
      incorporated in Pennsylvania in 1930.  The Company is a diversified firm
      with international operations and sales that engages in the design,
      development, engineering and manufacturing of a range of products.  The
      Company, headquartered in Dresher, Pennsylvania with subsidiaries in
      Minnesota, Ohio, France, Germany and Italy, operates directly or through
      subsidiaries in three business segments.

      Under the SelasTM name, the Company designs and manufactures specialized
      industrial heat processing systems and equipment for steel, glass and
      other manufacturers worldwide.  The Company's subsidiary, Resistance
      Technology, Inc., designs and manufactures microminiature components and
      molded plastic parts primarily for the hearing instrument manufacturing
      industry worldwide.  The Company's subsidiary, Deuer Manufacturing, Inc.,
      manufactures spare tire holders and lifts and related products, primarily
      based on cable winch designs, for use principally as original equipment
      by the pick-up truck and minivan segment of the automotive industry.  

      Financial data relating to industry segments, geographical summary of
      assets and operations, export sales and major customers are set forth in
      Note 4 of the Company's consolidated financial statements.

                                HEAT PROCESSING

      The Company specializes in the controlled application of heat to achieve
      precise process and temperature control.  The Company's principal heat
      processing equipment and systems are large custom-engineered furnaces and
      smaller standard-engineered systems, burners and combustion control
      equipment.

      CUSTOM-ENGINEERED FURNACES

      Products and Industries Served.  The Company designs specialized furnaces
      for use primarily in the steel and glass industries worldwide.  The
      furnaces are engineered to subject a customer's products to carefully
      controlled heating and cooling processes in order to improve the physical
      characteristics of those products.  Each furnace is custom-engineered by
      the Company to meet the customer's specific requirements.  The Company
      believes that the SelasTM name, its reputation for quality and its
      leadership in the design and engineering of direct gas-fired heat
      processing furnaces are important factors in its business.  The Company
      also offers gas-fired radiant tube and electric heating technology for
      heat processing furnaces.

      The Company's custom-engineered systems for the steel industry include
      continuous annealing furnaces and continuous galvanizing furnaces. 
      Continuous annealing furnaces are used to heat-treat semi-finished steel
      sheet and strip to soften it to improve the ductility of the steel,
      thereby making it suitable for use in the


                                        -3-
      ITEM 1.  Business - (Continued)

      manufacture of automobiles, appliances and other items.  Continuous
      galvanizing furnaces consist of continuous annealing furnaces plus the
      components used to apply a zinc coating to steel strip to improve its
      resistance to corrosion. 

      The Company's furnaces for the glass industry are used for the tempering
      and bending of glass.  The glass tempering process toughens glass plate
      through a controlled process of heating and cooling. Glass manufacturers
      use the Company's glass bending furnaces to heat and bend plate glass for
      automotive and architectural uses.

      From time to time, the Company also designs various other specialized
      furnaces for use by manufacturers in a variety of industries to suit
      particular process requirements.  For example, over the years the Company
      has engineered large barrel line furnaces used for the continuous heat
      treatment of steel pipe, tube or bar.

      Marketing and Competition.  The Company markets its custom-engineered
      furnaces on a global basis.  Marketing personnel are located at the
      Company's offices in Dresher, Paris, Ratingen and Milan and at the
      offices of its 50%-owned affiliate, Nippon Selas Co., Ltd., in Tokyo. 
      Over the years, the Company has installed custom-engineered systems
      throughout the world, in Europe, North America, South America, Asia,
      Australia and Africa.  In a particular period, a single contract may
      account for a large percentage of sales, but the Company is not dependent
      on any custom-engineered systems customer on an ongoing basis.

      Company engineering and marketing personnel maintain contact with
      potential major steel and glass customers to determine their needs for
      new furnaces, typically for expansion or new technology.  The Company's
      furnaces have long useful lives, and replacement business is not a major
      factor in sales of custom-engineered systems.  

      The Company also markets its products and services through agents and
      licensees located in various parts of the world.  Typically, the
      Company's license agreements provide that the licensee will act as the
      Company's sales agent in a particular territory, is granted a license to
      utilize the Company's heat processing technology in that territory, and
      is granted the right to utilize technical services provided by the
      Company.  In exchange, the Company receives certain fees when the
      licensee sells the Company's products or services in the territory.

      Over the years, Japanese steel producers have aligned themselves in semi-
      exclusive relationships with furnace manufacturers.  For a number of
      years, the Company has licensed direct fired furnace technology to NKK
      Corporation, the second largest steel producer in Japan.

      Furnaces for continuous galvanizing and annealing lines generally utilize
      either direct fired or radiant tube technology.  The Company is the
      market leader for furnaces based on direct fired technology,




                                        -4-


      ITEM 1.  Business - (Continued)

      and also sells furnaces of the radiant tube design utilized primarily by
      its competitors.  Some of the Company's competitors are larger and have
      greater financial resources. Operations.
     
      The Company's custom-engineered furnace business is
      conducted principally by its wholly-owned subsidiaries, Selas S.A.
      (Paris), Selas Waermetechnik GmbH (Ratingen) and Selas Italiana, S.r.L.
      (Milan).  These subsidiaries currently employ approximately 88 persons,
      of whom 16 are administrative personnel and 72 are sales, engineering and
      operations personnel.  A small number of engineering and marketing
      management personnel located at the Company's Dresher, Pennsylvania
      headquarters facility are also involved from time to time in the custom-
      engineered furnace business.

      On large-scale projects, such as a continuous steel strip annealing or
      galvanizing line, the customer frequently contracts for the entire line
      on a turnkey basis with an engineering and construction firm specializing
      in line terminal equipment, and the Company acts as a subcontractor for
      the design, engineering, supply of material and installation of the
      furnace portion of the line, or, alternatively, as a subcontractor only
      for design and engineering.  When the Company provides only design and
      engineering services, the prime contractor handles the fabrication and
      erection of the furnace.  With the exception of certain proprietary
      parts, the Company does not manufacture the components used in such
      systems.

      The Company's custom-engineered furnace business is historically cyclical
      in nature.  


      STANDARD-ENGINEERED SYSTEMS, BURNERS AND COMBUSTION CONTROL EQUIPMENT

      Standard-Engineered Systems.  At its Dresher, Pennsylvania facility, the
      Company engineers and fabricates a variety of smaller furnaces and heat
      processing equipment.  Although these systems are based on standard
      designs, the Company often adapts or re-engineers them to meet particular
      customer needs.  These smaller systems are
      generally used by manufacturers in sophisticated applications for the
      heat treatment of finished and semi-finished parts.

      The Company's standard-engineered systems include atmosphere-
      controlled furnaces for heat treating finished metal parts.  Its
      continuous heat treating systems include not only the hardening and
      tempering furnaces central to the system, but also the ancillary loading,
      quenching and washing equipment.




                                        -5-

      ITEM 1.  Business - (Continued)

      The Company also manufacturers large non-atmosphere-controlled batch-type
      furnaces in a variety of designs.  The Company's carbottom furnaces
      enable its customers to remove the furnace hearth, running on tracks
      similar to a railroad car, from the stationary furnace for loading and
      unloading.  With its hood furnaces, the furnace itself can be lifted from
      the stationary hearth for loading and unloading.  Carbottom and hood
      furnaces are used to heat treat large, usually semi-finished, metal parts
      of a variety of shapes and sizes.  Clamshell furnaces designed by the
      Company open and close around steel rolls to produce a gradation of metal
      characteristics due to the differential heating of the steel roll.  The
      Company's standard batch furnaces are supplied to customers with a need
      for the precise, accurately controlled application of heat to their
      products.

      The Company's standard systems also include automatic brazing and
      soldering systems used in the assembly of radiators, air conditioner      
      coils and electrical appliances.  The precise application of heat in
      these systems improves a customer's product quality and uniformity while
      reducing production costs.  The Company also produces the fuel mixing and
      monitoring systems, burners and product handling equipment necessary for
      these systems.

      The Company also produces custom designed barrel furnaces used primarily
      to heat treat long metal parts, and also produces specialized glass lehrs
      for heating glass products.

      Burners and Combustion Control Equipment.  The Company designs,
      manufactures and sells an array of original equipment and replacement
      gas-fired industrial burners for many applications.  The Company is a
      producer of burners used in fluid processing furnaces serving the
      petrochemical industry.  One type of fluid processing burner is capable
      of minimizing the emission of oxides of nitrogen as combustion products. 
      As many jurisdictions reduce the permissable level of emissions of these
      compounds, the Company believes that the demand for "low NOx" burners
      will increase.  The Company also produces burners suitable for creating a
      high temperature furnace environment desirable in steel and glass heat
      treating furnaces.  The Company's burners accommodate a wide variety of
      fuel types, environmental constraints and customer production
      requirements.

      The Company furnishes many industries with gas combustion control
      equipment sold both as component parts and as systems that have been
      custom-engineered to meet a particular customer's needs.  This equipment
      is provided with the Company's original custom-engineered and standard
      heat treating equipment, as replacement or additional components for
      existing furnaces being refurbished or upgraded, and as original
      components for heat treating equipment manufactured by 
      others.  The components of the combustion control systems include mixing
      valves capable of mixing gas and air and controlling the air/gas ratio,
      pressure and total flow of the mixed gases.  The Company also produces
      its Qual-O-RimeterTM automated monitoring and control device used in
      conjunction with its mixing valves to maintain precise, uniform heat
      release and flame shape, despite fluctuations in fuel mix and quality,
      air temperature and humidity.




                                        -6-


      ITEM 1.  Business - (Continued)

      Additional combustion control products include Flo-ScopeTM flow meters,
      which measure the rate of flow of gases, and automatic fire checks and
      automatic blowouts, which arrest flame and pressure resulting from
      backfire from the burners into the pipe line.

      Marketing and Competition.  The Company markets its standard-engineered
      systems products on a global basis through its sales and marketing
      personnel located in Dresher, and also sells these products through
      licensees and agents located in various parts of the world.  Although the
      Company competes for orders for such products with many other
      manufacturers, some of which are larger and have greater financial
      resources, the Company believes that its reputation and its high standard
      for quality allow it to compete effectively with other manufacturers.

      Operations.  At its Dresher facility, the Company employs approximately
      70 persons, of whom 16 are executive and administrative personnel, 15 are
      sales and engineering personnel and 39 are personnel engaged in
      manufacturing.  The hourly personnel are represented by a union, and the
      current union contract expires May 1, 1998.  The Company considers its
      relations with its employees to be satisfactory.

      The principal components used in the Company's heat processing equipment
      and other products are steel, special castings (including high-alloy
      materials), electrical and electronic controls and materials handling
      equipment.  These items are available from a wide range of independent
      suppliers.

      Research and Development.  The Company conducts research and development
      activities at its Dresher facility to support its heat processing
      services and products.  The Company's research efforts are designed to
      develop new products and technology as well as to improve existing
      products and technology.  For example, the Company's research and
      development activities have led to the redesign and upgrade of its air-
      mixing valve process.  The Company also conducts research on behalf of
      particular customers in connection with customers' unusual process needs. 
      Research and development expenditures for heat processing aggregated
      $188,000, $194,000 and $251,000 in 1995, 1994 and 1993, respectively.

      It is the Company's policy to apply for domestic and foreign patents on
      those inventions and improvements which it considers significant and
      which are likely to be incorporated in its products.  It owns a number of
      United States and foreign patents and has a number of additional
      applications pending.  It is licensed under patents owned by others and
      has granted licenses to others on a fee basis.  The Company believes
      that, although these patents collectively are valuable, no one patent or
      group of patents is of material importance to its business as a whole.




                                        -7-


      ITEM 1.  Business - (Continued)

                 MICROMINIATURE COMPONENTS AND MOLDED PLASTICS

      Resistance Technology, Inc. ("RTI"), a wholly-owned subsidiary whose
      outstanding capital stock the Company acquired on October 20, 1993,
      manufactures microminiature components and molded plastic parts primarily
      for the hearing instrument manufacturing industry worldwide.  

      Products and Industries Served.  RTI is a leading manufacturer and
      supplier of microminiature electromechanical components to hearing
      instrument manufacturers.  These components consist of volume controls,
      trimmer potentiometers and switches.  RTI also manufactures hybrid
      amplifiers and integrated circuit components ("hybrid amplifiers"), along
      with faceplates for in-the-ear and in-the-canal hearing instruments. 
      Components are offered in a variety of sizes, colors and capacities in
      order to accommodate a hearing manufacturer's individualized
      specifications.  Sales to hearing instrument manufacturers represented
      approximately 91% of RTI's 1995 annual net sales.

      Hearing instruments, which fit behind or in a person's ear to amplify and
      process sound for a hearing impaired person, generally are composed of
      four basic parts and several supplemental components for control or
      fitting purposes.  The four basic parts are microphones, amplifier
      circuits, miniature receivers/speakers and batteries.  RTI's hybrid
      amplifiers are a type of amplifier circuit.  Supplemental components
      include volume controls, trimmer potentiometers, which shape sound
      frequencies to respond to the particular nature of a person's hearing
      loss, and switches used to turn the instrument on and off and to go from
      telephone to normal speech modes.  Faceplates and an ear shell molded to  
      fit the user's ear often serve as a housing for hearing instruments.

      The potential range of applications for RTI's molded plastic parts is
      broad.  RTI has produced intravenous flow restrictors for a medical
      instruments manufacturer and cellular telephone battery sockets for a
      telecommunications equipment manufacturer.  Sales to industries other
      than the hearing instrument industry represented approximately 9% of
      RTI's 1995 annual net sales.

      RTI manufactures its components on a short lead-time basis in order to
      supply "just-in-time" delivery to its customers.  Due to the short lead-
      time, the Company does not include orders from RTI's customers in its
      published backlog figures.

      Marketing and Competition.  RTI sells its hearing instrument components
      directly to domestic hearing instrument manufacturers through an internal
      sales force.  Sales of molded plastic parts to industries other than
      hearing instrument manufacturers are made through independent sales
      representatives.  In recent years, three companies have accounted for a
      substantial portion of the U.S.



                                        -8-


      ITEM 1.  Business - (Continued)

      hearing instrument sales.  In 1995, these three customers accounted for
      approximately 38% of RTI's net sales.

      Internationally, sales representatives employed by Resistance Technology,
      GmbH ("RT, GmbH"), a German company 80% of whose capital stock is owned
      by RTI, solicit sales from European hearing instrument manufacturers and
      facilitate sales with Japanese and Australian hearing instrument markets.

      RTI believes that it is the largest supplier worldwide of microminiature
      electromechanical components to hearing instrument manufacturers and that
      its full product line and automated manufacturing process allow it to
      compete effectively with other manufacturers with respect to these
      products.

      In the market of hybrid amplifiers and molded plastic faceplates, RTI's
      primary competition is from the hearing instrument manufacturers
      themselves.  The hearing instrument manufacturers produce a substantial
      portion of their internal needs for these components.

      Operations.  RTI currently employs 280 people, of whom 28 are executive
      and administrative personnel and 252 are sales, engineering and
      operations personnel at RTI's two facilities near Minneapolis, Minnesota. 
      A small number of sales personnel employed by RT, GmbH are located in
      Munich, Germany.

      As a consumer products manufacturer, RTI is subject to claims for
      personal injuries allegedly caused by its products.  While the Company
      maintains what it believes to be adequate insurance coverage, it retains
      a self-insured deductible under its liability insurance policies.

      Research and Development.  RTI conducts research and development
      activities primarily to improve its existing products and technology. 
      RTI's research and development expenditures were $1,106,000, $896,000 and
      $125,000 in 1995, 1994 and 1993, respectively.  The expense for 1993
      represents the part of the year it was owned by the Company.

      RTI owns a number of United States patents which cover a number of     
      product designs and processes. The Company believes that, although these
      patents collectively add some value to the Company, no one patent or
      group of patents is of material importance to its business as a whole.

                   TIRE HOLDERS, LIFTS AND RELATED PRODUCTS

      Deuer Manufacturing, Inc. ("Deuer"), a wholly-owned subsidiary,
      manufactures tire holders, lifts, and other related products based
      principally on cable winch designs.

      Products and Industries Served.  Deuer is a leading supplier of spare
      tire holders used on light trucks and mini-vans manufactured by the major
      domestic automotive manufacturers.  Deuer's spare tire holder holds the
      spare tire to the underbody of the vehicle by means of a steel cable
      running to the underside of the vehicle's frame.  One end of the steel
      cable is attached to a hub placed through the




                                        -9-


      ITEM 1.  Business - (Continued)

      center of the spare tire's rim, and the other end is attached to a hand-
      operated winch mounted at an accessible location on the vehicle.  The
      spare tire holding system permits the spare tire to be stored in a remote
      location and to be easily removed without the need to crawl under the
      vehicle.  During 1995, sales of spare tire holders accounted for
      approximately 87% of Deuer's net sales.

      Deuer also produces a variety of hand-operated hoist-pullers, using
      primarily a cable winch design, sold under the Mini-MuleTM brand name. 
      These products, which retail from $30 to $60, are portable hand winches
      designed for a variety of uses, such as pulling objects, rigging loads
      and installing fencing.  Deuer furnishes these hoist-pullers in a variety
      of sizes and capacities.  It also manufactures accessories for use with
      the products, including slings, clamps, blocks and gantries.

      Deuer manufactures products on a short lead time basis in order to
      furnish "just-in-time" delivery to its automotive customers.  Because of
      the substantial variances between manufacturers' estimated and actual
      requirements, the Company does not include blanket order commitments from
      automotive manufacturers in its published backlog figures.

      Marketing and Competition.  Deuer sells its spare tire holders directly
      to domestic automotive manufacturers.  Deuer's spare tire holders are
      sold to Chrysler Corporation, General Motors, Ford Motor Company and
      Mobile Home Manufactures.  The design and quality of Deuer's spare tire
      holders have been recognized by its major customers.  The Company sells
      its hoist-pullers through a network of distributors as well as directly
      to some large retail outlets.

      Deuer is one of several suppliers of spare tire holders to domestic mini-
      van and light truck manufacturers.  Some of Deuer's competitors are
      larger and have greater financial resources.  The Company believes that
      price and Deuer's reputation for quality and reliability of delivery are
      important factors in competition for business from the domestic
      automotive manufacturers.  A number of other domestic and foreign
      manufacturers sell hoist-pullers to the retail market, and Deuer's share
      of this market is relatively small.

      Operations.  At its Dayton facility, Deuer employs 17 executive and
      administrative personnel and approximately 136 manufacturing employees.   
      Some of the manufacturing employees are represented by a union, and the
      current union contract expires in October 1998.  Deuer considers its
      relations with its employees to be satisfactory.

      Deuer's principal raw material is coil rolled steel which is widely
      available.  Deuer also conducts research and development activities which
      consist of the development of new products and technology and the
      modification of existing products.  Deuer's research and development
      expenditures aggregated $171,000, $218,000 and $219,000 in 1995, 1994 and
      1993, respectively.

      As a consumer products manufacturer, Deuer is subject to claims for 
      personal injuries allegedly caused by its products.  While the



                                       -10-


      ITEM 1.  Business - (Continued)

      Company maintains what it believes to be adequate insurance coverage, it
      retains a self-insured deductible under its liability insurance policies.

      ITEM 2.  Properties

      The Company owns the manufacturing facility in Dresher, Pennsylvania in
      which its standard-engineered systems, burners and combustion control
      equipment are produced.  The Company's headquarters are located on the
      same 17 acre site.  The 136,000 square foot Dresher facility has more
      space than is currently needed for the Company's operations and
      headquarters, and the Company is seeking to lease all or a portion of the
      excess office and manufacturing space to a suitable tenant.  This
      property is subject to a mortgage.  See note 8 of the Company's
      consolidated financial statements.

      RTI leases a 47,000 sq. ft. manufacturing facility in Arden Hills,
      Minnesota from a partnership consisting of three officers of RTI, one of
      whom, Mark S. Gorder, serves on the Company's Board of Directors.  At
      this facility, RTI manufactures all of its products other than plastic
      component parts.  The lease expires in October, 1996, but RTI has two
      consecutive 5-year renewal options.  In addition, RTI owns, subject to a
      mortgage from a third party lender, a 20,000 sq. ft. building in Vadnais
      Heights, Minnesota at which RTI produces plastic component parts.  (See
      notes 8 and 17 of the Company's consolidated financial statements.)

      Deuer owns its 82,000 square foot manufacturing facility located on 6.5
      acres in Dayton, Ohio, where it produces its spare tire holders and
      hoist-pullers.  The facility is furnished with a variety of steel
      fabrication equipment, including punch presses, drill presses, screw
      machines, grinders, borers, lathes and welders.  

      Deuer owns and leases an additional 11,000 square feet of excess space to
      several tenants, principally for storage and office use.  This and the
      above designated Deuer property are subject to a mortgage.  See note 8 of
      the Company's consolidated financial statements.

      Selas S.A. owns the land and building which houses its engineering, sales
      and administrative operations in Gennevilliers, France (outside of
      Paris).  The land under the building is owned by Selas S.A. and the
      property outside of the building is jointly owned by the building owners
      in the office complex.  The building has 22,000 square feet.  This
      property is subject to a mortgage.  See note 8 of the Company's
      consolidated financial statements.Selas Italiana S.r.L., the Companys
      Italian subsidiary, and Selas
      Waermetechnik GmbH, the Company's German subsidiary, lease facilities in
      Milan, Italy and Ratingen, Germany, respectively.  The Milan facilities,
      are comprised of engineering, sales and administrative offices, and the
      Ratingen facilities are used for sales, administrative and engineering
      activities and assembly of small furnaces and furnace components and each
      are on a year-to-year basis.  Resistance Technology, GmbH, leases office
      space in Munich, Germany, on a year-to-year basis, for its sales
      personnel.  Management expects to be able to extend these leases.





                                      -11-


      ITEM 3.  Legal Proceedings

      The Company is a defendant along with a number of other parties in
      approximately 112 lawsuits as of December 31, 1995 (210 as of December
      31, 1994) alleging that plaintiffs have or may have contracted asbestos-
      related diseases as a result of exposure to asbestos products or
      equipment containing asbestos sold by one or more named defendants.  Due
      to the noninformative nature of the complaints, the Company does not know
      whether any of the complaints state valid claims against the Company. 
      The Company is also one of approximately 500 defendants in a class action
      on behalf of approximately 2700 present or former employees of a Texas
      steel mill alleging that products supplied by the defendants created a
      poisonous atmosphere that caused unspecified physical harm.  These cases
      are being defended by one or more of the Company's  insurance carriers
      presently known to be "at risk."  Through October 1993, the legal costs
      of defense of the asbestos and steel mill cases were shared among the
      insurance carriers (92%) and the Company (8%).  The lead insurance
      carrier settled a number of the cases in 1993 and requested that the
      Company pay a portion of the settlement amount.  The Company declined to
      do so because no such payment is required by the express terms of the
      policies.  The lead carrier then purported in October 1993 to abrogate
      the arrangement under which the defense costs had been shared, and the
      Company responded by tendering all of the cases to the lead carrier and
      demanding that the lead carrier honor its obligations under its policies
      to pay 100% of the costs of defense and 100% of all settlements and
      judgments up to the policy limits.  The lead carrier has settled
      approximately 98 and 450 claims in 1995 and 1994, respectively with no
      request for the Company to participate in any settlement.   

      In 1995, a dispute arose under a contract between a customer and a
      subsidiary of the Company that was submitted to arbitration.  The
      customer alleged that the subsidiary had breached the contract and that
      the customer was entitled to recision of the contract.  The Company
      recorded revenue of approximately $1,400,000 under the contract in 1994
      and had, as of December 31, 1995, a current billed receivable of $140,000
      for the balance of the aggregate amount due under the contract.  The
      subsidiary of the Company has contested the customer's claims in the
      arbitration proceeding.

      ITEM 4.  Submission of Matters to a Vote of Security Holders

                None




                                        -12- 
     ITEM 4A.  Executive Officers of the Company

      The names,  ages and offices (as  of February 28, 1996)  of the Company's
      officers were as follows:

           Name                 Age            Office

      Stephen F. Ryan           60           President and Chief
                                             Executive Officer

      Christian Bailliart       47           Vice President and Chairman-
                                             Director Generale of Selas S.A.

      Frank J. Boyle            66           Vice President, Sales and
                                             Engineering

      James C. Deuer            68           Vice President and President
                                             of Deuer Manufacturing, Inc.

      Mark S. Gorder            49           Vice President and President of
                                             Resistance Technology, Inc.

      Robert W. Ross            47           Vice President, Chief Financial
                                             Officer, Treasurer and Secretary


      Mr. Ryan joined the Company in May 1988, as President and Chief Executive
      Officer.  Mr. Bailliart joined Selas S.A. in 1974 and in January 1, 1993
      was promoted to Vice President of the Company and Chairman-Director
      Generale of Selas S.A.  In 1989 he was promoted to Chairman-Director
      Generale of Selas S.A. from Vice President,  
      Treasurer.  Mr. Boyle joined the Company in 1961 and has held various
      management positions in research and development, applications
      engineering and sales.  He was appointed Vice President-Sales and
      Engineering in July 1988.  Mr. Deuer joined the Company as President of
      Deuer Manufacturing when it was acquired in May, 1986 and was promoted to
      Vice President of the Company and President of Deuer Manufacturing in
      December, 1990.  From 1965 to 1986 he was President of Deuer
      Manufacturing.  Mr. Gorder joined the Company October 20, 1993 when
      Resistance Technology, Inc. (RTI) was acquired.  Prior to the
      acquisition, Mr. Gorder was President and one of the founders of RTI,
      which began operations in 1977.  Mr. Gorder was promoted to Vice
      President of the Company and elected to the Board of Directors in 1996. 
      Mr. Ross joined the Company in October 1990 as Vice President -
      Treasurer, was elected to Chief Financial Officer January 1, 1994 and
      Secretary February 21, 1995.  From 1981 to 1990 he was with ALPO Pet
      Foods, a division of Grand Metropolitan PLC, as a Controller from 1981
      and as Vice President, Controller from 1988.  





                                        -13-


                                     PART II


      ITEM 5.  Market for Registrant's Common Equity and Related
               Stockholder Matters                              


      The Company's common shares are listed on the American Stock Exchange. 
      The high and low sale prices during each quarterly period during the   
      past two years were as follows:

                                     1995                     1994      
                                     Market                   Market
                                  Price Range              Price Range  
      QUARTER                   HIGH     LOW             HIGH     LOW 

      First                     10        8-5/8          15-5/8   13
      Second                     9-3/4    7-7/8          13-3/4   10-1/2
      Third                      8-3/4    7-3/8          12-3/8   10-3/4
      Fourth                     9-7/8    7-3/16         11-1/2    9-1/2

      At March 1, 1996, the Company had 589 shareholders of record.  

      The payment of any future dividends is subject to the discretion of the
      Board of Directors and is dependent on a number of factors, including the
      Company's capital requirements, financial condition, financial covenants
      and cash availability.

                               1995         1994         1993

      Dividends per share:
        First Quarter          $.055        $.05         $.05
        Second Quarter          .055         .05          .05
        Third Quarter           .06          .05          .05
        Fourth Quarter          .06          .055         .05


      ITEM 6. Selected Financial Data

      Certain selected financial  data is incorporated  by reference to  "Selas
      Corporation  of America  Five-Year  Summary of  Operations", page  4, and
      "Other Financial Highlights" (excluding graphs), page 5, of the Company's
      1995 annual report to shareholders.

      ITEM 7. Management's Discussion and Analysis of Financial
              Condition and Results of Operations              
           
      Management's  Discussion and  Analysis  is incorporated  by reference  to
      pages 6 through 8 of the Company's 1995 annual report to shareholders.






                                       -14-



      ITEM 8.  Financial Statements and Supplementary Data

      The Company's consolidated  balance sheets  as of December  31, 1995  and
      1994, and the related consolidated  statements of operations, cash  flows
      and shareholders' equity for each of the three years in  the period ended
      December 31, 1995, and the report of independent auditors thereon and the
      quarterly results of operations (unaudited) for the two year period ended
      December  31, 1995 are incorporated by reference to pages  9 to 30 of the
      Company's 1995 annual report to shareholders.


      ITEM 9.  Changes in and Disagreements With Accountants on
               Accounting and Financial Disclosure             

               None




                                       -15-



                                    PART III



      The  information called  for  by Items  10,  11, 12  and  13 (except  the
      information  concerning  executive  officers  included  in  Item  4A)  is
      incorporated  by reference  to the  Company's definitive  proxy statement
      relating to its 1996 Annual Meeting  which the Company filed on March 15,
      1996.  However,  the portions  of such proxy  statement constituting  the
      report  of the Compensation Committee  of the Board  of Directors and the
      graph showing  performance of  the Company's  common  shares and  certain
      share indices  shall not be deemed to be incorporated herein or filed for
      purposes of the Securities Exchange Act of 1934.





                                       -16-


                                     PART IV

      ITEM 14.  Exhibits, Financial Statement Schedules and Reports on
                Form 8-K                                               

                (a)   The following  documents  are filed  as  a part  of  this
      report:

      1.   Financial   Statements  -   The  Company's   consolidated  financial
           statements,  as described  below, are  incorporated by  reference to
           pages   9  through  30  of  the  Company's  1995  annual  report  to
           shareholders.

           Consolidated Balance Sheet at December 31, 1995 and 1994.

           Consolidated Statements  of Operations for the  years ended December
           31, 1995, 1994 and 1993.

           Consolidated Statements of Cash  Flows for the years  ended December
           31, 1995, 1994 and 1993.

           Consolidated Statements of Shareholders'  Equity for the years ended
           December 31, 1995, 1994 and 1993.

           Notes to Consolidated Financial Statements.

           Report of Independent Auditors.

           Financial  statements for  50%  or less  owned  companies which  are
           accounted for by the equity method have been omitted because they do
           not,  considered  individually  or   in  the  aggregate,  constitute
           significant subsidiaries.

      2.   Financial Statement Schedules
                                                             Page
             Report of Independent Auditors on the Consoli-
             dated Financial Statements and Consolidated
             Financial Statement Schedules                   19

           Schedule I - Condensed Financial Information
             of Registrant (Parent only)                     20,21,22,23

           Schedule II - Valuation and Qualifying
             Accounts                                        24, 25

           All other schedules are omitted because they are
           not applicable, or because the required information
           is included in the consolidated financial statements or notes
           thereto.

      3.   Exhibits

      2.   Stock  Purchase and Sale Agreement  dated September 27,  1993 by and
           among the  Company, RTI and the  shareholders of RTI.   Exhibit 2 to
           the Company's report on Form 8-K filed on November 3, 1993 is hereby
           incorporated by reference.



                                      -17-

      ITEM 14.  Exhibits, Financial Statement Schedules and Reports on
                Form 8-K - (Continued)                                 

      3A.  The Company's Articles of Incorporation as amended May 18,
           1984 and April 25, 1991.  Exhibit 3A to the Company's report on Form
           10-K for  the year ended  December 31, 1984  and Exhibit 3A1  to the
           Company's report on Form  10-K for the year ended December  31, 1991
           are hereby incorporated herein by reference.

      3B.  The Company's By-Laws as amended through January 8, 1996.

      4A.  Credit  Agreement dated October 20, 1993 by and among First Fidelity
           Bank, N.A., Pennsylvania, the Company, RTI and Deuer.  Exhibit 4A to
           the Company's report  on Form 10-K  for the year ended  December 31,
           1993 is hereby incorporated by reference.

      4B.  Term Note, dated October 20, 1993, of the Company in  favor of First
           Fidelity Bank,  N.A., Pennsylvania.   Exhibit 4(b) to  the Company's
           report on Form 8-K filed on November 3, 1993  is hereby incorporated
           by reference.

      4C.  Amended Credit Agreement dated July 21, 1995 which amends the Credit
           Agreement dated October 20,  1993 by and among First  Fidelity Bank,
           N.A., Pennsylvania, the Company, RTI and Deuer.

      4D.  Amended  and Restated Revolving Credit Note, dated July 21, 1995, of
           the Company in favor of First Fidelity Bank, N.A. Pennsylvania.

      4E.  Amended  and Restated Revolving Credit Note, dated July 21, 1995, of
           RTI in favor of First Fidelity Bank, N.A., Pennsylvania.

      4F.  Amended  and Restated Revolving Credit Note, dated July 21, 1995, of
           Deuer in favor of First Fidelity Bank, N.A., Pennsylvania.

      10A. Form of termination  agreement between the Company and Messrs. Ryan,
           Boyle, Deuer and Ross.  Exhibit  10A to the Company's report on Form
           10-K  for the year ended December 31, 1994 is hereby incorporated by
           reference.
    
      10B. 1985 Stock  Option Plan, as  amended.  Exhibit
           10C  to the Company's Registration Statement on  Form S-2 filed on 
           June  15, 1990 (No. 33-35443) is hereby incorporated herein by 
           reference.

      10C. Form  of Stock Option Agreements granted under the 1985 Stock Option
           Plan.  Exhibit 10D  to the Company's Registration Statement  on Form
           S-2 filed on  June 15,  1990 (No. 33-35443)  is hereby  incorporated
           herein by reference.

      10D. Form of Amendments to Stock Option Agreements granted under the 1985
           Stock  Option  Plan.   Exhibit  10E  to  the  Company's Registration
           Statement  on Form  S-2  filed on  June 15,  1990 (No.  33-35443) is
           hereby incorporated herein by reference.




                                      -18-


      ITEM 14.  Exhibits, Financial Statement Schedules and Reports on
                Form 8-K - (Continued)                                 

      10E. 1994 Stock Option Plan.  Exhibit 10E to the Company's report on Form
           10-K for  the year ended December 31, 1993 is hereby incorporated by
           reference.

      10F. Form  of Stock Option Agreements granted under the 1994 Stock Option
           Plan.

      10G. Agreement  between   Selas  S.A.,  a  wholly-owned  subsidiary,  and
           Europarc  Gennevilliers dated May 16, 1991  relating to the purchase
           of  land and building to house its operations in France, accompanied
           by  an English translation.  Exhibit  10E to the Company's report on
           Form  10-K  for  the   year  ended  December  31,  1991   is  hereby
           incorporated by reference.

      10H. Amended and Restated Executive  Incentive Plan.  Exhibit 10G  to the
           Company's report on Form 10-K  for the year ended December 31,  1994
           is hereby incorporated by reference.

      10I. Supplemental Retirement Plan (amended and restated effective January
           1, 1995).

      10J. Management  Employment Agreement  dated  October  20,  1993  between
           Resistance Technology, Inc. and Mark S. Gorder.

      13.  "Selas  Corporation  of  America  Five-Year  Summary  of Operations"
           contained  on  page  4  of  the  Company's  1995  annual  report  to
           shareholders;  "Other  Financial   Highlights"  (excluding   graphs)
           contained  on  page  5  of  the  company's  1995  annual  report  to
           shareholders;  "Management's  Discussion and  Analysis  of Financial
           Condition and Results of  Operations" contained on pages 6-8  of the
           Company's  1995 annual  report  to shareholders;  and the  Company's
           consolidated   financial   statements,  including   the   "Notes  to
           Consolidated Financial  Statements" and  the "Report  of Independent
           Auditors"  contained on  pages  9-30 of  the  Company's 1995  annual
           report to shareholders.

      21.  List of significant subsidiaries of the Company.  

      23.  Consent of Independent Auditors.

      24.  Powers of Attorney.
   
      99.  Portions of the  Company's definitive proxy  statement for its  1996
           Annual Meeting of shareholders responsive to Items 10, 11, 12 and 13
           in  Part III hereof,  which was filed  prior to March  15, 1996, are
           hereby incorporated herein by  reference.  However, the  portions of
           such  proxy statement  constituting the  report of  the Compensation
           Committee  of  the   Board  of  Directors  and  the   graph  showing
           performance of the Company's common shares and certain share indices
           shall  not be deemed to be incorporated herein or filed for purposes
           of the Securities Exchange Act of 1934.

               (b) Reports on Form 8-K -  There were no reports on
           Form 8K filed for the three months ended December 31, 1995.



                                      -19-



         REPORT OF INDEPENDENT AUDITORS ON FINANCIAL STATEMENT SCHEDULES







      The Board of Directors and Shareholders
      Selas Corporation of America:


      We  have   audited  the   consolidated  financial  statements   of  Selas
      Corporation of  America and  subsidiaries as listed  in the  accompanying
      index.    In connection  with our  audits  of the  consolidated financial
      statements, we  also have  audited the  financial statement  schedules as
      listed  in   the  accompanying  index.     These  consolidated  financial
      statements  are  the responsibility  of  the Company's  management.   Our
      responsibility is to express  an opinion on these consolidated  financial
      statements and financial statement schedules based on our audits.

      We conducted  our audits in  accordance with generally  accepted auditing
      standards.  Those standards require that we plan and perform the audit to
      obtain reasonable  assurance about  whether the financial  statements are
      free of material  misstatement.  An audit  includes examining, on a  test
      basis, evidence supporting the amounts  and disclosures in the  financial
      statements.   An audit also includes assessing  the accounting principles
      used  and significant estimates made by management, as well as evaluating
      the overall financial statement presentation.  We believe that our audits
      provide a reasonable basis for our opinion.

      In our opinion,  the consolidated financial statements referred  to above
      present fairly, in all material respects, the financial position of Selas
      Corporation of America and subsidiaries as of December 31, 1995 and 1994,
      and the results of their operations and their  cash flows for each of the
      years in the  three-year period  ended December 31,  1995, in  conformity
      with  generally accepted accounting principles.  Also in our opinion, the
      related financial statement schedules, when considered in relation to the
      basic consolidated financial statements taken as a whole, present fairly,
      in all material respects, the information set forth therein.




      Philadelphia, Pennsylvania
      February 12, 1996 




                                         -20-
                                                             SCHEDULE I



                SELAS CORPORATION OF AMERICA AND SUBSIDIARY COMPANIES

                    Condensed Financial Information of Registrant
                                   Balance Sheets
                             December 31, 1995 and 1994


      ASSETS                                        1995            1994   

      Current assets:

        Cash                                     $ 1,378,267     $ 4,318,953

        Accounts receivable (including   
          $6,428,864 and $3,768,318 due from
          subsidiaries in 1995 and 1994,
          respectively, eliminated in con-
          solidation), less allowance for doubt-
          ful accounts of $10,000 in both years   10,191,115       5,266,608

        Inventories, at cost                       3,170,396       3,213,006

        Prepaid expenses and other current 
          assets                                     850,367         955,180

              Total current assets                15,590,145      13,753,747


      Investment in wholly-owned subsidiaries     39,853,600      38,685,502

      Property and equipment, at cost              5,594,309       5,403,914

      Less:  accumulated depreciation             (4,315,616)     (4,152,988)

                                                   1,278,693       1,250,926
      Other assets and investment in
        unconsolidated affiliate                   1,527,661       1,894,514

               Total Assets                      $58,250,099     $55,584,689
                                                 ===========     ===========




                                         -21-

                                                             SCHEDULE I


               SELAS CORPORATION OF AMERICA AND SUBSIDIARY COMPANIES

                    Condensed Financial Information of Registrant
                                   Balance Sheets
                              December 31, 1995 and 1994
      LIABILITIES AND SHAREHOLDERS' EQUITY          1995            1994   

      Current liabilities:

        Notes payable and current maturities
          of long term debt                      $ 1,900,000     $ 2,150,000

        Accounts payable (including $8,582,000
          and $4,976,689 due to subsidiaries
          in 1995 and 1994, respectively,
          eliminated in consolidation)             9,224,558       5,891,721

        Accrued expenses                           2,667,584       2,631,136

            Total current liabilities             13,792,142      10,672,857
         
      Long-term debt                               5,851,117       7,750,000

      Other postretirement benefit obligations     3,513,715       3,451,327

      Deferred income taxes                          116,767         120,792

      Pension plan obligation                        320,184         491,800

      Contingencies and commitments

      Shareholders' equity

      Common stock                                 3,702,426       3,697,426

      Retained earnings and other equity          31,335,685      29,782,424

      Less:  242,376 common shares held in 
             treasury, at cost                      (381,937)       (381,937)
                                     
           Total shareholders' equity             
                                                  34,656,174      33,097,913
           Total Liabilities and
           Shareholders' Equity                  $58,250,099     $55,584,689
                                                 ===========     ===========


          See accompanying notes to the consolidated financial statements.


                                           -22-


                                                                     SCHEDULE I


                 SELAS CORPORATION OF AMERICA AND SUBSIDIARY COMPANIES
                      CONDENSED FINANCIAL INFORMATION OF REGISTRANT
                                STATEMENTS OF OPERATIONS
                      YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993


                                            1995           1994         1993   


      Sales - net                       $13,729,233    $ 8,889,438 $10,168,291

      Add back:  license fees and 
        corporate charges paid by 
        subsidiaries, eliminated in 
        consolidation                       720,192        992,930   1,042,831

                                         14,449,425      9,882,368  11,211,122

      Costs and expenses:

        Cost of goods sold                8,289,761      5,638,307   7,765,096

        Selling, general and adminis-
          trative expenses                3,467,857      3,644,655   2,777,091

        Rent and depreciation               337,845        305,321     307,705

                                         12,095,463      9,588,283  10,849,892

      Income before income taxes and
        equity in net income of 
        subsidiaries                      2,353,962        294,085     361,230

      Provision for income taxes            927,328         20,614      12,356 

      Income before equity in net 
        income of subsidiaries            1,426,634        273,471     348,874

      Equity in net income of 
        subsidiaries                        873,390      2,830,568     998,597



            Net income                  $ 2,300,024    $ 3,104,039 $ 1,347,471
                                        ===========    ===========  ==========

             See accompanying notes to the consolidated financial statements.



                                           -23-
                                                                     SCHEDULE I

                  SELAS CORPORATION OF AMERICA AND SUBSIDIARY COMPANIES

                     CONDENSED FINANCIAL STATEMENTS OF THE REGISTRANT
                                 STATEMENTS OF CASH FLOWS
                       YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

                                            1995           1994        1993   

      OPERATING ACTIVITIES
        Net income                      $ 2,300,024    $ 3,104,039  $1,347,471
        Adjustments to reconcile net 
          income to net cash provided
          (used) by operating
          activities:
            Depreciation and 
              amortization                  201,806        186,666     187,224
            Other adjustments              (814,239)    (2,954,973) (1,143,984)
            Net changes in operating 
              assets and liabilities     (1,495,030)     2,282,576     527,616 
        
        Net cash provided by operating 
          activities                        192,561      2,618,308     918,327 

      INVESTING ACTIVITIES
        Dividend from unconsolidated 
          affiliate                            --           34,538      93,669
        Acquisition of subsidiary 
          company                              --          (16,601)(19,004,852)
        Return of investment in 
          subsidiary company                   --             --     1,500,000
        Purchase of property, plant and 
          equipment                        (217,158)       (99,331)    (62,821)
        Proceeds of sale from property, 
          plant and equipment                   325             75       4,000 

        Net cash (used) by investing 
          activities                       (216,833)       (81,319)(17,470,004)

      FINANCING ACTIVITIES
        Proceeds from borrowings used 
          to acquire subsidiary                --        1,600,000   9,950,000
        Proceeds from exercise of 
          stock options                      28,281        124,437     141,406
        Repayments of short term 
          borrowings                           --       (1,600,000)   (200,000)
        Payment of dividends               (795,812)      (708,085)   (645,060)
        Repayment of long term debt      (2,148,883)    (1,650,000)      -- 

        Net cash provided (used) by 
          financing activities           (2,916,414)    (2,233,648)  9,246,346 
      Increase (decrease) in cash
        and cash equivalents             (2,940,686)       303,341  (7,305,331)
      Cash and cash equivalents, 
        beginning of year                 4,318,953      4,015,612  11,320,943

      Cash and cash equivalents, end 
        of year                         $ 1,378,267    $ 4,318,953 $ 4,015,612
                                        ===========    =========== ===========
           See accompanying notes to the consolidated financial statements.


                                             -24-
                                                                SCHEDULE II

                SELAS CORPORATION OF AMERICA AND SUBSIDIARY COMPANIES
                                                                 
                           VALUATION AND QUALIFYING ACCOUNTS
                     Years Ended December 31, 1995, 1994 and 1993

                   Column A               Column B           Column C      
                                                            Additions      

                                          Balance at   Charged to
                                          Beginning    Costs and
                Classification            of Period    Expenses       Other  

      Year ended December 31, 1995:
        Reserve deducted in the balance
          sheet from the asset to which 
          it applies:
            Allowance for doubtful 
            accounts                  $  513,045   $  284,475   $   36,136 (a) 
                                      ==========   ==========   ==========
          Deferred tax asset     
            valuation allowance       $2,203,780   $  412,646   $   68,879 (a)
                                      ==========   ==========   ==========
        Reserve not shown elsewhere:
          Reserve for estimated future
            costs of service and
            guarantees                $1,156,296   $  119,903   $   58,134 (a) 
                                      ==========   ==========   ==========
      Year ended December 31, 1994:
        Reserves deducted in the balance
          sheet from the asset to which 
          they apply:
            Allowance for doubtful 
            accounts                  $  468,308   $   25,879   $   38,639 (a) 
                                      ==========   ==========   ==========
          Deferred tax asset
           valuation  allowance       $2,102,682   $   (2,933)  $  104,031 (a) 
                                      ==========   ==========   ==========  

        Reserve not shown elsewhere:
          Reserve for estimated future 
            costs of service and
            guarantees                $  774,652   $  529,680   $   44,821 (a)
                                      ==========   ==========   ==========
      Year ended December 31, 1993:
        Reserve deducted in the balance
          sheet from the asset to which 
          they apply:
            Allowance for doubtful                                           
            accounts                  $  446,405   $   13,183   $  47,763  (a,d)
                                      ==========   ==========   =========

           Deferred tax asset
            valuation allowance       $1,881,028   $  305,263   $ (83,609) (a)
                                      ==========   ==========   ==========
                                                                                
        Reserve not shown elsewhere:
          Reserve for estimated future
            costs of service and 
            guarantees                $1,020,910   $  198,990   $ (29,526) (a)
                                      ==========   ==========   ==========

                                                                        
      (Continued)


                                           -25-
                                                                 SCHEDULE II 

                  SELAS CORPORATION OF AMERICA AND SUBSIDIARY COMPANIES
                             VALUATION AND QUALIFYING ACCOUNTS
                       Years Ended December 31, 1995, 1994 and 1993


                   Column A                          Column D        Column E

                                                                     Balance at
                                                                       End of
                Classification                       Deductions        Period  

      Year ended December 31, 1995:
        Reserve deducted in the balance sheet
          from the asset to which it applies:
            Allowance for doubtful accounts          $   41,407 (b)  $  792,249
                                                     ==========      ==========
            Deferred tax asset valuation allowance   $     --        $2,685,305
                                                     ==========      ==========

        Reserve not shown elsewhere:
          Reserve for estimated future costs
            of service and guarantees                $  489,546 (c)  $  844,787
                                                     ==========      ==========
      Year ended December 31, 1994:
        Reserves deducted in the balance sheet
          from the asset to which they apply:
            Allowance for doubtful accounts          $   19,781 (b)  $  513,045
                                                     ==========      ==========
            Deferred tax asset valuation allowance         --        $2,203,780
                                                     ==========      ==========
        Reserve not shown elsewhere:
          Reserve for estimated future costs of
            service and guarantees                   $  192,857 (c)  $1,156,296
                                                     ==========      ==========
      Year ended December 31, 1993:
        Reserve deducted in the balance sheet
          from the asset to which they apply:
            Allowance for doubtful accounts          $   39,043 (b)  $  468,308
                                                     ==========      ==========
            Deferred tax asset valuation allowance         --        $2,102,682
                                                     ==========      ==========
        Reserve not shown elsewhere:
          Reserve for estimated future costs
            of service and guarantees                $  415,722 (c)  $  774,652
                                                     ==========      ==========

    (a)  Represents difference between translation rates of foreign
         currency at beginning and end of year and average rate during year.
    (b)  Uncollectible accounts charged off.
    (c)  "After job" costs charged to reserve.
    (d)  Represents increase resulting from acquisition of RTI.




                                   SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities
      Exchange Act of 1934, the Registrant has duly caused this report to be
      signed on its behalf by the undersigned, thereunto duly authorized.

                                           SELAS CORPORATION OF AMERICA
                                                   (Registrant)

                                           By:   /s/ Robert W. Ross      
                                                Robert W. Ross
                                                 Vice President and
                                                  Chief Financial Officer
      Dated:  March 19, 1996

      Pursuant to the requirements of the Securities Exchange Act of 1934, this
      report has been signed below by the following persons (including a
      majority of members of the Board of Directors) on behalf of the
      registrant and in the capacities and on the dates indicated.


      *By:                                  /s/ Stephen F. Ryan            
      Stephen F. Ryan                      Stephen F. Ryan
      Attorney-In-Fact                     President, Chief Executive
      March 19, 1996                       Officer and Director
                                           March 19, 1996

                   *                        /s/ Robert W. Ross             
      John H. Austin, Jr.                  Robert W. Ross 
      Director                             Vice President, Principal 
      March 19, 1996                       Financial and Accounting Officer
                                           March 19, 1996

                   *              
      Frederick L. Bissinger
      Director
      March 19, 1996


                   *              
      Roy C. Carriker
      Director
      March 19, 1996


                   *              
      Francis J. Dunleavy
      Director
      March 19, 1996 


                   *              
      Mark S. Gorder
      Director
      March 19, 1996
                   *              
      Ralph R. Whitney, Jr.
      Director
      March 19, 1996





                                       EXHIBIT INDEX





      EXHIBITS:

      3B.   The Company's By-Laws as amended through January 8, 1996.

      4C.   Amended Credit Agreement dated July 21, 1996 which amends the
            Credit Agreement dated October 20, 1993 by and among First Fidelity
            Bank, N.A., Pennsylvania, the Company, RTI and Deuer.

      4D.   Amended and Restated Revolving Credit Note, dated July 21, 1995, of
            the Company in favor of First Fidelity Bank, N.A., Pennsylvania.

      4E.   Amended and Restated Revolving Credit Note, dated July 21, 1995, of
            RTI in favor of First Fidelity Bank, N.A., Pennsylvania.

      4F.   Amended and Restated Revolving Credit Note, dated July 21, 1995, of
            Deuer in favor of First Fidelity Bank, N.A., Pennsylvania.

      10F.  Form of Stock Option Agreements granted under the 1994 Stock Option
            Plan.

      10I.  Supplemental Retirement Plan (amended and restated effective
            January 1, 1995).

      10J.  Management Employment Agreement dated October 20, 1993 between
            Resistance Technology, Inc. and Mark S. Gorder.

      21.   List of significant subsidiaries of the Company.

      23.   Consent of Independent Auditors.

      24.   Powers of Attorney.



                                                          EXHIBIT 3B

                             Amended through 1/8/96

                                                                         BY-LAWS
                                                                            of

                                      SELAS CORPORATION OF AMERICA
                                      (A Pennsylvania Corporation)

                            MEETINGS OF SHAREHOLDERS

                                    Section 1.01.  Place of Meeting.  Meetings
      of shareholders of the Corporation shall be held at such place, within
      the Commonwealth of Pennsylvania or elsewhere, as may be fixed by the
      Board of Directors. If the Board shall not fix a place for such meetings,
      they shall be held at the Offices of the Corporation in
      Dresher, Pennsylvania.

                                    Section 1.02.  Annual Meeting.  The Annual
      Meeting of Shareholders for the election of Directors and the transaction
      of any further business that may be brought before the meeting, shall,
      unless the Board of Directors shall fix some other hour or day therefore,
      be held at 2 o'clock p.m. on the last Tuesday in April of each year, if
      not a legal holiday under the laws of the Commonwealth of Pennsylvania,
      and, if a legal holiday, then on the next succeeding secular day not a
      legal holiday under the laws of said Commonwealth.  If for any reason
      such meeting should not be held at the time fixed therefor, such election
      may be held at a subsequent meeting called for that purpose.

                                    Section 1.03.  Notice of Meetings.  Notice
      of every Annual Meeting of Shareholders shall be given by the Secretary.

                                    Notice of all meetings of shareholders
      shall be given to each shareholder of record entitled to vote at the
      meeting, at least ten days prior to the day named for the meeting, unless
      a greater period of notice is by law required in a particular case.

                                    Section 1.04.  Organization.  At every
      meeting of the shareholders, the President, or in his absence, a Vice
      President shall act as Chairman; and the Secretary, or in his absence, a
      person appointed by the Chairman, shall act as Secretary.

                                    Section 1.05.  Voting.  Except as otherwise
      specified herein or in the Articles or provided by law, all matters shall
      be decided by the vote of the holders of a majority of the outstanding
      shares entitled to vote, present in person or represented by proxy, at a
      meeting at which a quorum shall be present, though such a majority be
      less than a majority of all the shares entitled to vote thereon.

                                    In each election for Directors, the
      candidates receiving the highest number of votes, up to the number of
      Directors to be elected in such election, shall be elected.


                                 II.  DIRECTORS

                                    Section 2.01.  Number,
      Classification, Term of Office and Removal of Directors.

                                             (a)          The number of
      Directors of the Corporation shall be seven.

                                             (b)          The Directors shall
      be classified with respect to the time for which they shall severally
      hold office.  The Board of Directors shall be divided into three classes
      of Directors, as nearly equal in number of Directors as possible, to be
      known as Classes "A", "B", and "C".  Class A Directors shall each be
      elected and hold office initially for one (1) year, or until the next
      annual election; Class B Directors shall be elected and hold office
      initially for two (2) years or until the second annual election; and
      Class C Directors shall each be elected and hold office initially for
      three (3) years, or until the third annual election.  Each Director shall
      hold office for the term for which he is elected and until his successor
      shall have been elected and qualified.  At each annual election, the
      successors to the class of Directors whose term shall expire in that year
      shall be elected to hold office for the term of three (3) years, so that
      the term of office of one class of Directors shall expire each year.  If
      the number of Directors is changed, any newly-created directorships or
      any decrease in directorships shall be so apportioned among the classes
      so as to make all classes as nearly equal in number as possible.  Any
      Director or the entire Board of Directors may be removed with or without
      cause only upon the affirmative vote of two-thirds (2/3) of all of the
      shares outstanding and entitled to vote; provided that the Board of
      Directors shall retain the right conferred by Section 405B of the
      Pennsylvania Business Corporation Law, as amended from time to time, to
      declare vacant the office of a Director for the reasons specified
      therein.

                                    Section 2.02.  Resignations.  Any Director
      may resign at any time by giving written notice to the Board of Directors
      or to the Secretary.  Such resignation shall take effect at the date of
      the receipt of such notice or at any later time specified therein; and,
      unless otherwise specified therein, the acceptance of such resignation
      shall not be necessary to make it effective.

                                    Section 2.03.  Annual Meeting.  Immediately
      after each annual election of Directors, the Board of Directors shall
      meet for the purpose of organization, election of Officers, and the
      transaction of other business, at the place where such election of
      Directors was held.  Notice of such meeting need not be given.  In the
      absence of a quorum at said meeting, the same may be held at any other
      time or place which shall be specified in a notice given as hereinafter
      provided for special meetings of the Board of Directors.

                                    Section 2.04.  Regular Meetings.  Regular
      meetings of the Board of Directors shall be held at such time and place
      as shall be designated from time to time by standing resolution of the
      Board.  If the date fixed for any such regular meeting be a legal holiday
      under the laws of the State where such
       meeting is to be held, then the same shall be held on the next
      succeeding secular day not a legal holiday under the laws of said State,
      or at such other time as may be determined by resolution of the Board. 
      At such meetings, the Directors may transact such business as may be
      brought before the meeting.

                                    Section 2.05.  Special Meetings.  Special
      meetings of the Board of Directors may be called by the President, by a
      Corporate Vice President, by the Secretary, or by two or more of the
      Directors, and shall be held at such time and place as shall be
      designated in the call for the meeting.

                                    Section 2.06.  Notice of Meetings.  Written
      notice of each special meeting shall be given, by or at the direction of
      the person or persons authorized to call such meeting, to each Director
      at least two days prior to the day named for the meeting.

                                    Notice of regular meetings need not be
      given.

                                    Section 2.07.  Organization.  At every
      meeting of the Board of Directors, a Chairman chosen by a majority of the
      Directors present, shall preside, and the Secretary, or in his absence,
      any person appointed by the presiding officer, shall act as Secretary.

                                    Section 2.08.  Compensation of Directors. 
      Each Director shall receive such compensation as from time to time may be
      fixed by the Board.  Directors may also be reimbursed by the Corporation
      for all reasonable expenses incurred in traveling to and from the place
      of each meeting of the Board or any committee thereof.

           Section 2.09.  Indemnification and Liability of Directors and
      Officers.

                                    A.  Personal Liability of Directors.  A
      director of the Corporation shall not be personally liable for monetary   
      damages for any action taken, or any failure to take any action, as a
      director to the extent that under the terms of the Director's Liability
      Act, 42 Pa. Cons. Stat. Para. 8361 et seq., as modified by any
      Pennsylvania statute thereafter enacted, a director's liability for
      monetary damages may not be limited.

                                    B.  Indemnification.  The Corporation shall
      indemnify any person who was or is a party (other than a party plaintiff
      suing in his own behalf or in the right of the Corporation) or is
      threatened to be made a party to any threatened, pending or completed
      action, suit or proceeding, including actions by or in the right of the
      Corporation, whether civil, criminal, administrative or investigative, by
      reason of the fact that such person is or was a director or officer of
      the Corporation, or is or was serving while a director or officer of the
      Corporation at the request of the Corporation as a director, officer,
      employee, agent fiduciary or other representative of another corporation,
      partnership, joint venture, trust, employee benefit plan or other
      enterprise, against expenses (including attorney's fees), judgements,
      fines, excise taxes and amounts paid in settlement actually and
      reasonably incurred by such person in connection with such action, suit
      or proceeding unless the act or failure to act giving rise to the claim
      for indemnification is determined by a court to have constituted willful
      misconduct or recklessness.

                                    C.  Advancement of Expenses.  Expenses
      actually and reasonably incurred by an officer or director of the
      Corporation in defending a civil or criminal action, suit or proceeding
      described in paragraph B shall be paid by the Corporation in advance of
      the final disposition of such action, suit or proceeding (regardless of
      the financial condition of such director or officer) upon receipt of an
      undertaking by or on behalf of such person to repay such amount if it
      shall ultimately be determined that the person is not entitled to be
      indemnified by the Corporation.

                                    D.  Other Rights.  The indemnification and
      advancement of expenses provided by or pursuant to this Section shall not
      be deemed exclusive of any other rights to which those seeking
      indemnification or advancement of expenses may be entitled under the
      Corporation's Articles of Incorporation, any insurance or other
      agreement, vote of shareholders or directors or otherwise, both as to
      actions in their official capacity and as to actions in another capacity
      while holding an office, and shall continue as to a person who has ceased
      to be a director or officer and shall inure to the benefit of the heirs,
      executors and administrators of such person.

                                    E.  Insurance.  The Corporation shall have
      the power to purchase and maintain insurance on behalf of any person who
      is or was a director, officer, employee or agent of the Corporation, or
      is or was serving at the request of the Corporation as a director,
      officer, employee or agent of another corporation, partnership, joint
      venture, trust, employee benefit plan or other enterprise, against any
      liability asserted against and incurred by him in any such capacity, or
      arising out of his status as such, whether or not the Corporation would
      have the power to indemnify him against such liability under the
      provisions of these By-laws.

                                    F.  Security Fund; Indemnity Agreements. 
      By action by the Board of Directors (notwithstanding their interest in
      the transaction) the Corporation may create and fund a trust fund or fund
      of any nature, and may enter into agreements with its directors,
      officers, employees and agents for the purpose of securing or insuring in
      any manner its obligation to indemnify or advance expenses provided for
      in this Section.

                                    G.  Modification.  The duties of the  
     Corporation to indemnify and to advance expenses to a director or officer
      provided in this Section shall be in the nature of a contract between the
      Corporation and each such director or officer, and no amendment or repeal
      of any provision of this Section, and no amendment or termination of any
      trust or other fund created pursuant to Paragraph F, shall alter, to the
      detriment of such director or officer, the right of such person to the
      advance of expenses or indemnification related to a claim based on an act
      or failure to act which took place prior to such amendment, repeal or
      termination.


                                    Section 2.10.  Participation in Meetings. 
      One or more directors may participate in a meeting of the Board or a
      committee of the Board by means of conference telephone or similar
      communications equipment by which all persons participating at the
      meeting can hear each other.


                                  III.  COMMITTEES

                                    Section 3.01.  Executive Committee.  The
      Board of Directors shall have authority to appoint an Executive
      Committee comprised of members of the Board of Directors.  If such
      Executive Committee be appointed, it shall have such duties and
      responsibilities as shall be conferred upon it from time to time by the
      Board of Directors, including the right to act as to matters arising
      between meetings of the Board, except as to matters which, by law,
      require action by the Board.  If so appointed, the Executive Committee
      shall report on its actions to the Board from time to time as appropriate
      or as may be requested by the Board.

                                    Section 3.02.  Other Committees.  The Board
      of Directors may at any time and from time to time, appoint such standing
      committees and/or such special committees, consisting of Directors or
      others, to perform such duties and make such investigations and reports
      as the Board shall by resolution determine.  Such committees shall
      determine their own organization and times and places of meeting, unless
      otherwise directed by such resolution.


                                 IV.  OFFICERS

                                    Section 4.01.  Number.  The Officers of the
      Corporation shall be a President, a Secretary, a Treasurer and
      may include one or more Corporate Vice Presidents, and a Controller, and
      such other Officers and Assistant Officers as the Board of Directors may
      from time to time designate.

                                    Section 4.02.  Qualifications.  Any two or
      more offices may be held by the same person, except that the offices of
      President and Secretary or Assistant Secretary shall not be held by the
      same person.  The Officers shall be natural persons of full age.

                                    Section 4.03.  Election and Term of Office. 
      The Officers of the Corporation shall be chosen by the Board of Directors
      at its Annual Meeting, but the Board may choose Officers or fill any
      vacancies among the Officers at any other meeting.  Subject to earlier
      termination of office, each Officer shall hold office for one year and
      until his successor shall have been duly chosen and qualified.

                                    Section 4.04.  Resignations.  Any Officer
      may resign at any time by giving written notice to the Board of
      Directors, or to the President, or to the Secretary of the Corporation. 
      Any such resignation shall take effect at the date of the receipt of such
      notice or at any later time specified therein; and unless otherwise 
      specified therein, the acceptance of such resignation shall not be
      necessary to make it effective.

                                    Section 4.05.  Duties.

                                    (a)  The President.  The President shall be
      the Chief Executive Officer of the Corporation and shall have
      general supervision over the business affairs of the Corporation, shall
      sign, or countersign, all share certificates, contracts or other
      instruments of the Corporation as authorized by the Board of Directors,
      except in cases where the signing and execution thereof shall be
      expressly designated by the Board to some other officer or agent of the
      Corporation; shall make reports to the Board of Directors and
      shareholders and shall perform such other duties as are incident to his
      office or are properly required of him by the Board of Directors.

                                    (b)  The Vice Presidents.  In the absence
      or disability of the President, any Corporate Vice President designated
      by the Board of Directors may perform all the duties of the President,
      and, when so acting, shall have all the powers and be subject to all the
      restrictions upon the President; provided, however, that no Corporate
      Vice President shall act as a member of, or as Chairman of, any special
      committee of which the President is a member, except when designated by
      the Board of Directors.  The Corporate Vice Presidents shall perform such
      other duties as from time to time may be assigned to them by the Board of
      Directors or the President.

                                    (c)  The Secretary.  The Secretary shall
      record all the votes of the shareholders and of the Directors and the
      minutes of the meetings of the shareholders and of the Board of Directors
      in a book or books to be kept for that purpose; he shall see that notices
      of meetings of the Board and shareholders are given and that all records
      and reports are properly kept and filed by the Corporation as required by
      law; he shall be the custodian of the Seal of the Corporation, and shall
      see that it is affixed to all documents to be executed on behalf of the
      Corporation under its Seal; and, in general, he shall perform all duties
      incident to the office of the Secretary, and such other duties as may
      from time to time be assigned to him by the Board of Directors or the
      President.

                                    (d)  Assistant Secretaries.  In the absence
      or disability of the Secretary, or when so directed by the Secretary, any
      Assistant Secretary may perform all the duties of the Secretary, and,
      when so acting, shall have all the powers of and be subject to all the
      restrictions placed upon the Secretary.  The Assistant Secretaries shall
      perform such other duties from time to time as may be assigned to them
      respectively by the Board of Directors, the President or the Secretary.

                                    (e) The Treasurer.  The Treasurer shall
      have charge of all receipts and disbursement of the Corporation, and
      shall have or provide for the custody of its funds and securities; he
      shall have full authority to receive and give receipts for all money due
      and payable to the Corporation, and to endorse checks, drafts, warrants
      in its name and on its behalf and  to give full discharge for the same;
      he shall deposit all funds of the Corporation, except such as may be
      required for current use, in such banks or other places of deposit as the
      Board of Directors may from time to time designate; and, in general, he
      shall perform all duties incident to the office of Treasurer and such
      other duties as may from time to time be assigned to him by the Board of
      Directors or the President.

                                    (f)  Assistant Treasurers.  In the absence
      or disability of the Treasurer, or when so directed by the Treasurer, any
      Assistant Treasurer may perform all the duties of the Treasurer, and,
      when so acting, shall have all the powers of and be subject to all the  
      restrictions upon the Treasurer.  The Assistant Treasurers shall perform
      such other duties as from time to time may be assigned to them
      respectively by the Board of Directors, the President or the Treasurer.

                                    Section 4.06.  Compensation of Officers and
      Others.  The compensation of all Officers shall be fixed from time to
      time by the Board of Directors, or by any committee or Officer authorized
      by the Board so to do.  No Officer shall be precluded from receiving such
      compensation by reason of the fact that he is also a Director of the
      Corporation.

                                    Additional compensation, fixed as above,
      may be paid to any Officers or employees for any year or years, based
      upon the success of the operations of the Corporation during such year.


                        V.  BORROWING, DEPOSITS, PROXIES, ETC.

                                    Section 5.01.  Borrowing, etc.  No Officer,
      agent or employee of the Corporation shall have any power or authority
      to borrow money on its behalf, to pledge its credit or to mortgage or
      pledge its real or personal property, except within the scope and to the
      extent of the authority delegated by resolution of the Board of
      Directors.  Authority may be given by the Board for any of the above
      purposes and may be general or limited to specific instances.

                                    Section 5.02.  Deposits.  All funds of the
      Corporation shall be deposited from time to time to the credit of the
      Corporation in such banks, trust companies or other depositories as the
      Board of Directors may approve or designate, and all such funds shall be
      withdrawn only upon checks signed by such one or more Officers or
      employees as the Board shall from time to time determine.

                                    Section 5.03.  Proxies.  Unless otherwise
      ordered by  the Board of Directors, any Officer of the Corporation may
      appoint an attorney or attorneys (who may be or include such Officer
      himself), in the name and on behalf of the Corporation, to cast the votes
      which the Corporation may be entitled to cast as a shareholder or
      otherwise in any other corporation any of whose shares or other
      securities are held by or for the Corporation, at meetings of the holders
      of the shares or other securities of such other corporation, or, in
      connection with the ownership of such shares or other securities, to
      consent in

      writing to  any action by  such other corporation,  and may  instruct the
      person or persons so appointed as to  the manner of casting such votes or
      giving such consent, and may execute or cause to be executed in  the name
      of  and on  behalf of  the Corporation  and under  its Seal  such written
      proxies or  other instruments as he  may deem necessary or  proper in the
      premises.

                Section 5.04.  Non-Applicability  of Certain Provisions of Law.
      The  provisions  of  Subchapters  E,  G  and  H  of  Chapter  25  of  the
      Pennsylvania  Business  Corporation  Law  of 1988,  as  amended,  and any
      corresponding provisions of succeeding law shall not be applicable to the
      Corporation.


                            VI.  SHARE CERTIFICATES; TRANSFER

                Section  6.01.  Share Certificates.  To the extent permitted by
      law, share certificates shall be signed by the
      President,  or a  Corporate Vice  President and by  the Secretary  or the
      Treasurer, or by  an Assistant  Secretary or Assistant  Treasurer of  the
      Corporation, but, to the extent permitted  by law, such signatures may be 
      facsimiles, engraved or printed.

                Section  6.02.    Transfer  of   Shares.    Transfer  of  share
      certificates and the shares represented thereby shall be made only on the
      books  of  the Corporation  by  the  owner  thereof  or by  his  attorney
      thereunto authorized, by a power of attorney duly executed and filed with
      the Secretary or a Transfer Agent of the Corporation, and on surrender of
      the share certificates.

                Section 6.03.   Transfer Agent and Registrar;  Regulation.  The
      Corporation  may, if and whenever  the Board of  Directors so determines,
      maintain, in the Commonwealth of Pennsylvania, or any other  State of the
      United States, one  or more transfer offices or  agencies, each in charge
      of a  Transfer Agent  designated by  the Board, where  the shares  of the
      Corporation shall be transferable, and also one or more registry offices,
      each in charge of a Registrar designated by the Board,  where such shares
      shall be registered; and no certificates for shares of the Corporation in
      respect  of  which  a  Transfer  Agent  and  Registrar  shall  have  been
      designated shall be valid unless countersigned by such Transfer Agent and
      registered by such  Registrar.  The Board  may also make  such additional
      rules  and regulations  as it  may deem  expedient concerning  the issue,
      transfer, regulation and registration of share certificates.

                Section 6.04.  Lost, Destroyed and Mutilated Certificates.  The
      Board of Directors, by standing resolution or by resolutions with respect
      to particular cases, may authorize the issue of new share certificates in
      lieu of sharecertificates lost, destroyed, or mutilated,  upon such terms
      and conditions as the Board may direct.


                            VII.  FINANCIAL REPORTS

                Section  7.01.  The Directors  of the Corporation  shall not be
      required to cause to be sent to the shareholders an
      annual financial report under Section 318 of the Business Corporation Law
      of  the Commonwealth of Pennsylvania; nor need any financial report which
      the  Directors  in  their   discretion  may  cause  to  be  sent  to  the
      shareholders be required to be verified by a Certified Public Accountant.
      Any accountant or firm of accountants employed by the Corporation for any
      purpose  may  be or  include  a Director  or  full-time  employee of  the
      Corporation,  and shall not be required to be elected by the shareholders
      of the Corporation.


                              VIII.  AMENDMENTS

                Section 8.01.   Any or all  of the provisions  of these By-Laws
      whether contractual in nature or merely regulatory of
      the  internal affairs  of the  Corporation, may  be amended,  altered, or
      repealed  by the Board  of Directors or  by the  shareholders entitled to
      vote  thereon,  at any  regular or  special  meeting duly  convened after
      notice to the  Directors or shareholders,  as the case  may be, giving  a
      summary of the proposed amendment,  alteration, or repeal; provided, that
      any  such  proposal relating  to Section  2.01(b)  of these  By-Laws must
      receive  the affirmative vote of at least  two thirds (2/3) of all shares
      outstanding and  entitled to vote  and any  proposal to  change the  two-
      thirds  (2/3) approval  required by  this Section  must also  receive the
      affirmative vote of at  least two-thirds (2/3) of all  shares outstanding
      and entitled to vote.

                No  provision of these By-Laws shall vest any property right in
      any shareholder.



                                                        EXHIBIT 4C

                                AMENDMENT TO CREDIT AGREEMENT


           This AMENDMENT TO CREDIT AGREEMENT (together with all amendments and
      modifications hereto, the "Agreement"), dated as of July ___, 1995, is by
      and  among   FIRST  FIDELITY  BANK,   N.A.,  successor  in   interest  by
      consolidation  to FIRST  FIDELITY  BANK, N.A.,  PENNSYLVANIA, a  national
      banking association  with offices located  at Broad  and Walnut  Streets,
      Philadelphia, PA 19109-1199 (the "Bank"), SELAS CORPORATION OF AMERICA, a
      Pennsylvania business  corporation with offices located  at 2034 Limekiln
      Pike,  Dresher, PA  19025  ("Selas"), DEUER MANUFACTURING,  INC., an Ohio
      business  corporation  with  offices  located at  2985  Springboro  West,
      Dayton, OH  45439 ("Deuer"), and RESISTANCE TECHNOLOGY, INC., a Minnesota
      business corporation with  offices located  at 1260 Red  Fox Road,  Arden
      Hills,  MN    55112  ("RTI",  and together  with  Selas  and  Deuer,  the
      "Borrowers").

                                      BACKGROUND

           A.   The Bank  and the  Borrowers entered  into that  certain Credit
      Agreement, dated as of October 20, 1993 (together with all amendments and
      modifications thereto, the "Loan Agreement"), pursuant to which the  Bank
      agreed to make available:  (1)  to Selas, among other things, a revolving
      credit  facility  in a  maximum principal  amount  of $2,000,000;  (2) to
      Deuer,  a  revolving credit  facility in  a  maximum principal  amount of
      $500,000;  and (3)  to  RTI, a  revolving credit  facility  in a  maximum
      principal amount of $1,000,000 (the "Loans").

           B.   In  connection with the Loan Agreement and in order to evidence
      the  Loans:  (1)  Selas executed and  delivered to the  Bank that certain
      Revolving Credit Note, dated  as of October 20,  1993 (together with  all
      amendments and  modifications thereto,  the "Selas  Note"),  by Selas  in
      favor of  the  Bank in  the  principal amount  of $2,000,000;  (2)  Deuer
      executed  and delivered to the  Bank that certain  Revolving Credit Note,
      dated   as  of  October  20,  1993  (together  with  all  amendments  and
      modifications thereto, the "Deuer Note"), by  Deuer in favor of the  Bank
      in the principal  amount of $500,000; and (3) RTI  executed and delivered
      to the Bank  that certain Revolving Credit Note, dated  as of October 20,
      1993  (together with all  amendments and modifications  thereto, the "RTI
      Note", and together with the Selas Note and the Deuer Note, the "Notes"),
      by RTI in favor of the Bank in the principal amount of $1,000,000.

           C.   The  Loan  Agreement,  the Notes,  and  all  of the  documents,
      instruments   and  agreements   executed  and  delivered   in  connection
      therewith, together with all  amendments and modifications thereto, shall
      be referred to hereinafter as the "Loan Documents".


           D.   The  Bank and the Borrowers, pursuant to the terms hereof, wish
      to amend certain of the terms of the Loan Documents.

           NOW  THEREFORE,  incorporating the  foregoing  Background  herein by
      reference  and for other good and valuable consideration, the receipt and
      legal  sufficiency of which is  hereby acknowledged, and  intending to be
      legally bound hereby, the parties agree as follows:

           1.   DEFINED TERMS.  Terms used herein which are capitalized but not
      defined herein shall have the meanings ascribed to such terms in the Loan
      Agreement.
           2.   AMENDMENTS.

                (a)  Section 1.1  of the  Loan Agreement  is hereby  amended by
      deleting  the definition  of the  term "Bank"  which appears  therein and
      substituting therefore the following:

                "Bank"  means First  Fidelity  Bank, N.A.,  a national  banking
           association, and its successors and assigns.

                (b)  Section  1.1 of  the Loan Agreement  is hereby  amended by
      deleting  the definition of the term "Business Day" which appears therein
      and substituting therefore the following:

                "Business Day" means  a day of the year on  which banks are not
           required  or authorized  to close  in Philadelphia,  PA and,  if the
           applicable Business  Day relates  to any  Eurodollar Loan, on  which
           dealings are carried on in the London interbank market.
       
                (c)  Section  1.1 of  the Loan Agreement  is hereby  amended by
      deleting the definition of  the term "Deuer Revolving Credit  Termination
      Date" which appears therein and substituting therefore the following:

                "Deuer Revolving Credit Termination  Date" means the earlier of
           (i) June 1, 1997 (as  such date may be extended from time to time in
           accordance with Section 2.1(c)(ii) hereof) or (ii) the date on which
           the  Deuer Revolving  Credit  Commitment is  terminated pursuant  to
           Section 2.7 or 9.2 hereof.

                (d)  Section  1.1 of  the Loan  Agreement is hereby  amended by
      deleting the  definition of  the term  "RTI Revolving  Credit Termination
      Date" which appears therein and substituting therefore the following:

                "RTI Revolving  Credit Termination  Date" means the  earlier of
           (i) June 1,  1997 (as such date may be extended from time to time in
           accordance with Section 2.1(d)(ii)hereof) or  (ii) the date on which
           the  RTI  Revolving  Credit  Commitment is  terminated  pursuant  to
           Section 2.7 or 9.2 hereof.

                (e)  Section 1.1  of the  Loan Agreement  is hereby  amended by
      deleting the definition of  the term "Selas Revolving  Credit Termination
      Date" which appears therein and substituting therefore the following:

                "Selas Revolving Credit Termination  Date" means the earlier of
           (i)  June 1, 1997 (as such date may be extended from time to time in
           accordance with Section 2.1(b)(ii) hereof) or (ii) the date on which
           the  Selas Revolving  Credit  Commitment is  terminated pursuant  to
           Section 2.7 or 9.2 hereof.

                (f)  Section 1.1 of  the Loan  Agreement is  hereby amended  by
      adding the  following defined terms  which shall  appear in  alphabetical
      order:

                "Applicable Margin"  means,  with respect  to  each  Eurodollar
           Loan, one and one-half percent (1.5%).

                "Base  Rate Loan"  means  an Advance  which  bears interest  as
           provided in Section 2.5(b)(i)(A).

                "Conversion",  "Convert",  and  "Converted"  each  refer  to  a
           conversion of Advances  of one Type into Advances of  the other Type
           pursuant to Section 2.5(b)(ii).

                "Eurocurrency  Reserve Requirements"  means, for  any day,  the
           aggregate (without duplication)  of the applicable  rates (expressed
           as  a decimal)  of  reserve requirements  for  the Bank (including, 
          without  limitation, basic, supplemental,  marginal  and  emergency
           reserves), in effect on such day  under Regulation D of the Board of
           Governors  of the  Federal Reserve  System (or  any successor)  with
           respect  to   eurocurrency   funding  currently   referred   to   as
           "Eurocurrency liabilities" in Regulation D.

                "Eurodollar  Base Rate" means, with  respect to each day during
           each Interest Period pertaining  to a Eurodollar Loan, the  rate per
           annum for deposits  in United States dollars  for a period  equal to
           the relevant Interest Period which appears on the Telerate Page 3750
           as of 11:00 a.m.,  London time, on the day that is  two (2) Business
           Days prior  to the commencement  of such Interest  Period.   If such
           rate  does not  appear on  the Telerate  Page 3750,  the rate  to be
           utilized shall be the offered rate  which appears, or if two or more
           such  rates appear, the average (rounded up  to the next higher 1/16
           of 1%) of the offered rates which appear on the  Reuters Screen LIBO
           Page as  of 11:00  a.m., London  time, on  the day  that is two  (2)
           Business Days prior to the commencement of such Interest Period.

                "Eurodollar  Loan" means  an  Advance which  bears interest  as
           provided in Section 2.5(b)(i)(B).

                "Eurodollar  Rate" means, with respect to  each day during each
           Interest Period pertaining to a Eurodollar Loan, the rate determined
           in accordance with the following formula:

           Eurodollar Base Rate          
      1.00 - Eurocurrency Reserve Requirements

                "Interest Period" means, with respect to any Eurodollar Loan:

                .0.0.0.1   initially, the period commencing on, as the case may
                be,  the date of borrowing  or Conversion with  respect to such
                Eurodollar  Loan  and ending  one,  two, three,  or  six months
                thereafter  as  selected  by  the Borrower  in  its  notice  of
                borrowing  as  provided  in  Section  2.6  or   its  notice  of
                conversion as provided in Section 2.5(b)(ii); and

                .0.0.0.2  thereafter, each period commencing on the last day of
                the  next   preceding  Interest   Period  applicable   to  such
                Eurodollar  Loan and  ending  one, two,  three,  or six  months
                thereafter as selected by the Borrower by irrevocable notice to
                the Bank  not less than  three (3)  Business Days prior  to the
                last  day of the then  current Interest Period  with respect to
                such Eurodollar Loan;

                provided  that the  foregoing provisions  relating to  Interest
                Periods are subject to the following:

                .0.0.0.2.1 if  any Interest  Period pertaining to  a Eurodollar
                Loan would  otherwise end on a day which is not a Business Day,
                that  Interest Period shall be  extended to the next succeeding
                Business  Day unless the result  of such extension  would be to
                carry such Interest Period into another calendar month in which
                event  such  Interest  Period  shall  end  on  the  immediately
                preceding Business Day;

                .0.0.0.2.2 any Interest Period  pertaining to a Eurodollar Loan
                that begins on the last Business Day of a calendar month (or on
                a  day for which there  is no numerically  corresponding day in
                the  calendar month at the  end of such  Interest Period) shall
                end on the last Business Day of a calendar month; and 

                the  Borrower may  not select any  Interest Period  which ends
                after the  Selas Revolving  Credit Termination Date, the Deuer 
                Revolving Credit Termination Date, or the RTI Revolving Credit
                Termination Date, as applicable.

                "Reuters Screen LIBO Page" means the display designated as page
           "LIBO" on the Reuter Monitor Money Rates Service (or such other page
           as may  replace the LIBO  page on  that service for  the purpose  of
           displaying London interbank offered rates of major banks).

                "Telerate Page 3750" means the display designed  as "Page 3750"
           on the Dow Jones Telerate Service (or such other page as may replace
           that  page  on that  service for  the  purpose of  displaying London
           interbank offered rates of major banks).

                "Type"  means, when used in  reference to an  Advance, either a
           Base Rate Loan or a Eurodollar Rate Loan.

                (g)  Section 2.3(d) of the Loan  Agreement is hereby deleted in
      its entirety and replaced by the following:

                     (d)  RTI Revolving Credit Facility.  Funds advanced  under
           the  RTI Revolving Credit Facility shall be used for working capital
           and general corporate purposes of RTI.

                (h)  Section  2.5(b) of the Loan Agreement is hereby deleted in
      its entirety and replaced by the following:

                     (b)  Revolving Credit Facilities.

                          (i)(A)   Prior  to an  Event of Default,  interest on
           each Base Rate Loan, if any, shall accrue at the Base Rate and shall
           be payable by  the applicable Borrower monthly  on the first  day of
           each month, commencing  the first day of the first  month after such
           Advance  and continuing  until such  Revolving Credit  Commitment is
           terminated and the applicable Borrower's indebtedness thereunder  is
           paid in full.   (B) Prior to an  Event of Default, interest on  each
           Eurodollar  Loan, if any, shall  accrue at the  Eurodollar Rate plus
           the Applicable  Margin and shall be  payable on the last  day of the
           applicable Interest  Period; provided  that if such  Interest Period
           has a  duration of more than three months, interest shall be paid on
           the  day which is three months after  the first day of such Interest
           Period, and upon the termination of such Revolving Credit Commitment
           and the  payment in  full of the  applicable Borrower's  obligations
           thereunder.   Interest will be  calculated on  the basis of  a three
           hundred sixty (360) day year and the actual number of days elapsed.

                          (ii) A Borrower may on  any Business Day, upon notice
           given  to the  Bank  not later  than  12:00 noon  on  (A) the  third
           Business Day prior  to the  date of the  proposed Conversion into  a
           Eurodollar Loan and (B) the first Business Day prior to  the date of
           the  proposed Conversion into  a Base Rate Loan,  and, in each case,
           subject to the provisions of Section 5.3, Convert all or any portion
           of  an Advance from one  Type to the  other Type; provided, however,
           that any Conversion of  Eurodollar Loans into Base Rate  Loans shall
           be  made  only on  the  last  day of  an  Interest  Period for  such
           Eurodollar  Loan  and any  Conversion  of a  Base Rate  Loan  into a
           Eurodollar Loan  shall be in  an amount  not less  than the  minimum
           amount  specified  in  Section  2.6(a)(i).    Each  such  notice  of
           Conversion shall, within  the restrictions specified above,  specify
           (A)  the date of such Conversion, (B)  the particular Advances to be
           Converted, and (C) if such Conversion is into a Eurodollar Loan, the
           duration of the  initial Interest Period  for such Eurodollar  Loan.
           Each  notice of Conversion shall be irrevocable and binding upon the
           applicable Borrower.

                          (iii) If a Borrower shall fail to select the duratin
 
           of any Interest period for  any Eurodollar Loan  in accordance with
           the provisions contained in  the definition of "Interest Period"  in
           Section  1.1 and  Section  2.5(b)(ii), the  Bank  will forthwith  so
           notify the applicable Borrower,  whereupon each such Eurodollar Loan
           will  automatically, on the last  day of the  then existing Interest
           Period therefor, Convert into a Base Rate Loan.

                     (i)  The initial  paragraph of Section 2.6(a)  of the Loan
           Agreement,  which precedes  Section 2.6(a)(i),  (ii), and  (iii), is
           hereby deleted in its entirety and replaced by the following:

                     (a)  A Borrower shall give  the Bank written notice (which
           notice  may  be transmitted  by telecopier,  provided that  the Bank
           receives  an original executed Advance Request  Form within 24 hours
           thereafter) not later than  eleven o'clock (11:00) a.m. on  the date
           of  each requested  Advance  under its  respective Revolving  Credit
           Facility  in the case of  Base Rate Loans, and  on the date which is
           three (3) Business Days prior to the date of each  requested Advance
           under  its respective  Revolving  Credit  Facility  in the  case  of
           Eurodollar  Loans,  in  either  case specifying  the  date,  amount,
           Interest Period (if  applicable), and purpose thereof.   Such notice
           shall be in the form of the Advance Request Form attached hereto as

       Exhibit A, shall be certified by the chief executive or chief  financial
      or  accounting  officer (or  the  equivalent thereof)  of  the applicable
      Borrower and shall contain the following information and representations,
      which shall be deemed affirmed and true and correct as of the date of the
      requested Advance:

                     (j)  Section  2.8(b)  of  the  Loan  Agreement  is  hereby
           deleted in its entirety and replaced by the following:

                     (b)  Revolving Credit  Commitment.  Upon one  (1) Business
           Day's prior written notice by a Borrower to the  Bank, such Borrower
           may repay in whole or in part the aggregate amount outstanding under
           its Revolving Credit Facility at  any time provided that:   (i) such
           repayments prior to the applicable Revolving Credit Termination Date
           shall not  reduce the applicable Revolving Credit Commitment and may
           be reborrowed and partial repayments after the Termination Date will
           be   applied  first  to  accrued  interest  and  fees  and  then  to
           outstanding Advances, (ii) any repayment shall be in an amount equal
           to  or in  excess of  $50,000  and multiples  of  $50,000 in  excess
           thereof, and (iii)  if any prepayment of a Eurodollar  Loan shall be
           made on  a date which  is not  the last day  of the Interest  Period
           applicable to  such Eurodollar  Loan, the applicable  Borrower shall
           also pay to the Bank any amount  due to the Bank pursuant to Section
           2.13 hereof.

                     (k)  Section  2.8(b)  of  the  Loan  Agreement  is  hereby
           amended by adding the following to the end of such Section:

           Notwithstanding the foregoing, the  Borrowers shall not be permitted
           to prepay any Eurodollar Loan prior  to the last day of the Interest
           Period applicable thereto.

                     (l)  Section 2  of the Loan Agreement is hereby amended by
           adding the following new Section 2.13:

                2.13 CHANGE IN CIRCUMSTANCES; COMPENSATION.

                     (a)  Basis  for  Determining Interest  Rate  Inadequate or
           Unfair.   If on  or prior to  the first day of  any Interest Period,
           with respect to any Eurodollar Loan:

                          (i)  the  Bank  determines  that deposits  in  United 
           States dollars (in the applicable amounts) are not being offered in
           the relevant market for such Interest Period, or 




                          (ii) the  Bank  determines that  the  Eurodollar Rate
           will not  adequately and  fairly reflect  the  cost to  the Bank  of
           funding such Eurodollar Loan for such Interest Period, then the Bank
           shall  forthwith give  notice  thereof to  the Borrowers,  whereupon
           until the  Bank notifies the Borrowers that the circumstances giving
           rise to such suspension no longer exist, the obligation  of the Bank
           to  make Eurodollar  Loans shall  be suspended.   Unless  a Borrower
           notifies the Bank at least two  (2) Business Days before the date of
           any  Advance of such Eurodollar  Loans for which  an Advance Request
           has previously been given that it elects not to borrow on such date,
           such Advance shall instead be made as a Base Rate Loan.  

                     (b)  Illegality.  If, after  the date hereof, the adoption
           of any applicable law, rule or regulation, or any change therein, of
           any change  in the interpretation  or administration thereof  by any
           governmental  authority, central  bank or comparable  agency charged
           with the  interpretation or administration thereof  (any such agency
           being referred as an  "Authority" and any such event  being referred
           to as a "Change of Law"), or compliance by the Bank with any request
           or  directive  (whether  or not  having  the  force of  law)  of any
           Authority shall make it unlawful or impossible for the Bank to make,
           maintain, or fund  Eurodollar Loans, the  Bank shall forthwith  give
           notice thereof to the  Borrowers, whereupon until the Bank  notifies
           the Borrowers that the circumstances  giving rise to such suspension
           no longer exist, the obligation of the Bank to make Eurodollar Loans
           shall be  suspended.  If  the Bank shall  determine that it  may not
           lawfully  continue  to maintain  and  fund  any  of its  outstanding
           Eurodollar  Loans to maturity and  shall so specify  in such notice,
           the Borrowers shall immediately prepay  in full the then outstanding
           principal  amount of  each  Eurodollar Loan,  together with  accrued
           interest thereon.  Concurrently  with prepaying each such Eurodollar
           Loan,  the Borrowers  shall  borrow a  Base Rate  Loan  in an  equal
           principal  amount from the  Bank, and the Bank  shall make such Base
           Rate Loan.

                     (c)  Increased Cost and Reduced Return.

                          (i)  If after  the date  hereof, a  Change of  Law or
           compliance by the Bank with any request or directive (whether or not
           having the force of law) of any Authority:

                               (A)  shall impose, modify or deem applicable any
           reserve, special deposit or  similar requirement (including, without
           limitation,  any such requirement imposed by  the Board of Governors
           of  the Federal Reserve  System, but excluding  any such requirement
           included in any applicable Eurocurrency Reserve Requirement) against
           assets of, deposits  with, or for the account of, or credit extended
           by the Bank;

                               (B)  shall  impose on  the  Bank  or the  London
           interbank market any other condition affecting the Eurodollar Loans,
           the Notes, or the Bank's obligation to make Eurodollar Loans;

           and the result  of any of the foregoing  is to increase the  cost to
           the  Bank of making or maintaining any  Loan or to reduce the amount
           of any  sum received or receivable by  the Bank under this Agreement
           or under  the Notes with respect thereto, by an amount deemed by the
           Bank to be  material, then, within fifteen (15) days after demand by
           the Bank, the Borrowers shall pay to the Bank such additional amount 
           or amounts as will compensate  the Bank for such  increased cost or
           reduction.  

                          (ii) If the Bank shall have determined that after the
           date  hereof the adoption of any applicable law, rule, or regulation
           regarding capital adequacy, or  any change therein or any  change in
           the interpretation  or administration thereof, or  compliance by the
           Bank  with  any  request  or directive  regarding  capital  adequacy
           (whether or  not having the force  of law) of any  Authority, has or
           would  have the affect of reducing the  rate of return on the Bank's
           capital as a  consequence of  its obligations hereunder  to a  level
           below that which the Bank could have achieved but for such adoption,
           change or compliance (taking  into consideration the Bank's policies
           with respect to capital adequacy) by an amount deemed by the Bank to
           be material, then from  time to time, within fifteen (15) days after
           demand  by the  Bank,  the  Borrowers shall  pay  to  the Bank  such
           additional  amount or amounts as  will compensate the  Bank for such
           reduction.

                          (iii) The Bank will  promptly notify the Borrowers of
           any event of which it has knowledge, occurring after the date hereof
           which will entitle the Bank to compensation pursuant to this Section
           and will  designate a different  lending office if  such designation
           will avoid the need for, or reduce the amount of, such compensation,
           and   will  not,  in  the   judgment  of  the   Bank,  be  otherwise
           disadvantageous to the  Bank.   A certificate of  the Bank  claiming
           compensation under this Section  setting forth the additional amount
           or amounts to be paid  to it hereunder and containing in  reasonable
           detail the  calculations relevant thereto shall be conclusive in the
           absence of manifest error.  In determining such amount, the Bank may
           use any reasonable averaging and attribution methods.




                          (iv) The   provisions  of   this  Section   shall  be
           applicable with  respect to the any participant,  assignee, or other
           transferee, and  any calculations required by  such provisions shall
           be based  upon the circumstances  of such participant,  assignee, or
           other transferee.

                     (d)  Base  Rate Loans Substituted  for Affected Eurodollar
           Loans.  If:  (i) the obligations of the Bank to make or maintain any
           Eurodollar Loan has  been suspended pursuant to  Section 2.13(b), or
           (ii) the Bank has demanded  compensation under Section 2.13(c),  and
           the  Borrowers  shall, by  at least  five  (5) Business  Days' prior
           notice to the Bank, have elected that the provisions of this Section
           shall apply to the  Bank, then, unless and  until the Bank  notifies
           the Borrowers that the circumstances giving  rise to such suspension
           or demand for compensation no longer apply: 

                               (A)  all Loans  which would otherwise be made by
           the  Bank as  Eurodollar Loans  shall be  made instead as  Base Rate
           Loans, and 

                               (B)  after each of its Eurodollar Loans has been
           repaid, all payments  of principal which would  otherwise be applied
           to repay  such Eurodollar Loans shall  be applied to  repay its Base
           Rate Loans instead.

                     (e)  Compensation.     Upon  the  request  of   the  Bank,
           delivered to the Borrowers, the Borrowers shall pay to the Bank such
           amount or amounts as shall compensate the Bank for any loss, cost or
           expense incurred by the Bank as a result of: (i)  any payment or
           prepayment of a  Eurodollar Loan  on a date  other than the  last
           day of an  Interest Period for  such Loan (whether as a result of
           prepayment, acceleration or otherwise); or

                          (ii) any failure by a Borrower to borrow or Convert a
           Eurodollar  Loan  on the  date  specified in  the  applicable notice
           delivered pursuant to this Agreement; or

                          (iii) a  Borrower fails to make  any prepayment after
           such  Borrower  has  given notice  thereof  in  accordance  with the
           provisions of this Agreement 

           such compensation to include, without limitation, an amount equal to
           the excess, if any, of  (x) the amount of interest which  would have
           accrued on the amount so paid or prepaid or not  prepaid or borrowed
           for the period from the date of such  payment, prepayment or failure
           to  prepay or borrow  to the last  day of the  then current Interest
           Period for such  Eurodollar Loan (or,  in the case  of a failure  to
           prepay or borrow, the Interest Period for such Eurodollar Loan which
           would  have commenced  on  the date  of such  failure  to prepay  or
           borrow)  at the applicable rate of interest for such Eurodollar Loan
           provided for herein over  (y) the amount of interest  (as reasonably
           determined by  the Bank)  the Bank would  have paid  on deposits  in
           United States dollars of  comparable amounts having terms comparable
           to  such  period  placed with  it  by  leading banks  in  the London
           interbank market.

                (m)  Section 6.15  of the Loan  Agreement is hereby  deleted in
      its entirety and replaced by the following:

                6.15 Minimum Net Working Capital.  Maintain, as of the last day
           of each fiscal  quarter, Net Working  Capital of  not less than  the
           following amounts for the following entities:

                     (a)  As to Selas, $1,800,000;

                     (b)  As to Deuer, $2,000,000; and

                     (c)  As to RTI, $3,500,000.

                (n)  Section  6.20 of the  Loan Agreement is  hereby deleted in
      its entirety and replaced by the following:

                6.20 Net Worth.   Maintain, as  of the last day  of each fiscal
           quarter, an aggregate  Net Worth in amounts not  less than those set
           forth for the following entities:

                     (a)  As to Selas, $18,000,000;

                     (b)  As to Deuer, $6,500,000; and

                     (c)  As to RTI, $23,000,000.

           3.   CONDITIONS PRECEDENT.  The  effectiveness of this Agreement and
      the Bank's obligations hereunder are conditioned upon the satisfaction of
      the following conditions precedent:

                (a)  The  Borrowers  shall  have  delivered to  the  Bank  this
      Agreement duly executed by each of the Borrowers.




                (b)  Selas  shall  have  delivered  to the  Bank  that  certain 
      Amended and Restated Revolving Credit Note, dated as of  the date hereof,
      duly executed by Selas;

                (c)  Deuer  shall  have  delivered  to the  Bank  that  certain
      Amended and Restated Revolving Credit Note,  dated as of the date hereof,
      duly executed by Deuer;

                (d)  RTI shall have delivered to  the Bank that certain Amended
      and Restated  Revolving Credit  Note, dated as  of the date  hereof, duly
      executed by RTI;

                (e)  Selas shall  have delivered that certain  Reaffirmation of
      Guaranty  and Suretyship  Agreement, dated  as of  the date  hereof, duly
      executed by Selas;

                (f)  Selas shall have  delivered that certain Reaffirmation  of
      Security Agreement, dated as of the date hereof, duly executed by Selas;

                (g)  Deuer shall  have delivered that certain  Reaffirmation of
      Security Agreement, dated as of the date hereof, duly executed by Deuer;

                (h)  RTI shall  have delivered  that  certain Reaffirmation  of
      Security Agreement, dated as of the date hereof, duly executed by RTI;

                (i)  Selas  shall have delivered  that certain Reaffirmation of
      Pledge Agreement, dated as of the date hereof, duly executed by Selas;

                (j)  RTI  shall have  delivered that  certain Reaffirmation  of
      Patent and Trademark  Security Agreement,  dated as of  the date  hereof,
      duly executed by RTI;

                (k)  Selas shall have delivered that certain Amendment to First
      Mortgage  and Security  Agreement,  dated as  of  the date  hereof,  duly
      executed by Selas;

                (l)  Deuer shall have delivered that certain Amendment to Open-
      End  First Mortgage and Security Agreement, dated  as of the date hereof,
      duly executed by Deuer;

                (m)  All proceedings required to  be taken by the  Borrowers in
      connection with the transactions contemplated by this Agreement  shall be
      satisfactory in form and substance  to the Bank and its counsel,  and the
      Bank shall have received  all such counterpart originals or  certified or
      other copies of such documents as the Bank may reasonably request;




                (n)  The  Borrowers shall  have executed and  delivered to  the
      Bank such other  documents, instruments  and agreements as  the Bank  may
      reasonably request.
         
           4.   REPRESENTATIONS AND WARRANTIES.  In order to induce the Bank to
      enter  into this Agreement, the Borrowers hereby represent and warrant to
      the Bank as follows:

                (a)  The representations and  warranties contained in  the Loan
      Documents are  true and correct on  and as of the date  of this Agreement
      and after giving effect hereto, no  Event of Default will be in existence
      or will occur as a result of giving effect hereto.

                (b)  The execution, delivery and performance of this  Agreement
      will not violate any provision of any law or regulation or of any writ or
      decree  of any  court  or governmental  instrumentality,  or any  of  the
      Borrowers' certificate  or articles  of incorporation, by-laws,  or other 
      similar organizational documents.

                (c)  Each of  the Borrowers has  the power to  execute, deliver
      and perform this  Agreement and  each of the  documents, instruments  and
      agreements to be executed and/or delivered in connection herewith and has
      taken all  necessary  action to  authorize  the execution,  delivery  and
      performance  of this Agreement and each of the documents, instruments and
      agreements  executed  and/or delivered  in  connection  herewith and  the
      performance of the Loan Agreement as amended hereby.

                (d)  The execution, delivery and performance of  this Agreement
      and  each of  the documents,  instruments and  agreements to  be executed
      and/or delivered in connection  herewith does not require the  consent of
      any other party or the consent, license, approval or authorization of, or
      registration or  declaration  with,  any  governmental  body,  authority,
      bureau  or agency and the Loan Documents,  this Agreement and each of the
      documents,  instruments  and  agreements  executed  and/or  delivered  in
      connection herewith  constitute legal,  valid and binding  obligations of
      each of the  Borrowers, enforceable in  accordance with their  respective
      terms, subject  to bankruptcy, insolvency, reorganization  and other laws
      of general applicability  relating to or affecting  creditors' rights and
      except as enforcement may be subject to general equitable principles.

           5.   REAFFIRMATION.   Except as  amended hereby, all  of the  terms,
      covenants and conditions of the Loan Agreement and each of the other Loan
      Documents  (INCLUDING, BUT  NOT LIMITED  TO, PROVISIONS  RELATING TO  ANY
      AUTHORITY  GRANTED TO THE BANK TO CONFESS JUDGMENT AGAINST THE BORROWERS,
      OR  ANY OF  THEM, AND  ANY WAIVER  OF  THE RIGHT  TO TRIAL  BY JURY)  are
      ratified, reaffirmed and confirmed  and shall continue in full  force and
      effect as therein written and are not intended to be re-enacted as of the
      above  date, but rather to be  effective as of the  original date of such
      documents.   Each of the Borrowers  hereby reaffirms and ratifies  all of
      the   terms,  covenants,  and  conditions  contained  in  each  of  their
      respective  guarantees and confirms that  such guarantees are binding and
      enforceable  against the parties thereto  as if such  guarantees had been
      executed as of the date hereof.

           6.   BINDING EFFECT.  This Agreement shall be binding upon and inure
      to the  benefit of the Borrowers and the Bank and their respective heirs,
      executors,  administrators,  successors and  assigns;  provided, however,
      that the Borrowers  may not assign any of their  rights, nor delegate any
      of  their obligations,  under this  Agreement  without the  prior written
      consent of the  Bank and  any purported assignment  or delegation  absent
      such consent shall be void.  The Bank may at any time assign or otherwise
      transfer (by  participation or otherwise)  any or all  of its  rights, or
      delegate any or all of its obligations, hereunder.

           7.   COUNTERPARTS; EFFECTIVENESS.  This Agreement may be executed in
      any  number  of counterparts  and by  the  different parties  on separate
      counterparts.  Each such counterpart  shall be deemed to be an  original,
      but  all such  counterparts shall  together constitute  one and  the same
      agreement.   This  Agreement shall  be deemed to  have been  executed and
      delivered  when the Bank has received counterparts hereof executed by all
      parties listed on the signature page(s) hereto.

           8.   AMENDMENT AND WAIVER.   No amendment of this Agreement,  and no
      waiver  of any one  or more of  the provisions hereof  shall be effective
      unless set forth in a writing and signed by the parties hereto.

           9.   GOVERNING LAW.    This  Agreement  shall  be  governed  by  and
      construed in accordance  with the  internal laws of  the Commonwealth  of
      Pennsylvania without reference to conflict of law principles.

           10.   SEVERABILITY.  Any provision of this Agreement that is held to
      be inoperative,  unenforceable, voidable  or invalid in  any jurisdictin
 
      shall, as to that jurisdiction, be  ineffective, unenforceable, void  or
      invalid without affecting the  remaining provisions in that or  any other
      jurisdiction,  and to  this  end the  provisions  of this  Agreement  are
      declared to be severable.

           11.  JUDICIAL PROCEEDINGS.  Each party to this Agreement agrees that
      any suit, action or proceeding, whether claim or counterclaim, brought or
      instituted by any  party hereto or any successor or  assign of any party,
      on  or with  respect to  this Agreement,  the documents,  instruments and
      agreements  executed in  connection herewith, the  Loan Documents  or the
      dealings of the parties  with respect hereto and thereto, shall  be tried
      only  by a  court  and not  by  a  jury.   EACH  PARTY HEREBY  KNOWINGLY,
      VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT TO A TRIAL BY  JURY IN ANY
      SUCH SUIT, ACTION OR PROCEEDING.  Further, each party waives any right it
      may have to claim or recover, in

      any  such suit, action or proceeding, any special, exemplary, punitive or
      consequential  damages or damages other  than, or in  addition to, actual
      damages.   THE  BORROWERS ACKNOWLEDGE  AND AGREE THAT  THIS SECTION  IS A
      SPECIFIC AND MATERIAL  ASPECT OF THIS AGREEMENT  AND THAT THE  BANK WOULD
      NOT ENTER  INTO THIS AGREEMENT IF  THE WAIVERS SET FORTH  IN THIS SECTION
      WERE NOT A PART OF THIS AGREEMENT.


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

      ATTEST:                            SELAS CORPORATION OF AMERICA


      By:_________________               By:_____________________
      Name:                              Name:
      Title:                             Title:

      ATTEST:                            DEUER MANUFACTURING, INC.


      By:_________________               By:_____________________
      Name:                              Name:
      Title:                             Title:

      ATTEST:                            RESISTANCE TECHNOLOGY, INC.


      By:_________________               By:_____________________
      Name:                              Name:
      Title:                             Title:


                                         FIRST FIDELITY BANK, N.A. 


                                         By:__________________________
                                         Name:
                                         Title:


                                                           EXHIBIT 4D

              AMENDED AND RESTATED REVOLVING CREDIT NOTE

      $2,000,000.00                   July ____, 1995
                                      Philadelphia, Pennsylvania
           FOR VALUE RECEIVED, the undersigned SELAS CORPORATION OF AMERICA,  a
      Pennsylvania  business corporation  with offices  at 2034  Limekiln Pike,
      Dresher, PA   19025 (the  "Borrower"), promises  to pay to  the order  of
      FIRST FIDELITY BANK, N.A.,  a national banking association  (the "Bank"),
      with an  office at Broad  and Walnut Streets,  Philadelphia, Pennsylvania
      19109,  on the Selas Revolving Credit Termination Date, the principal sum
      of  Two  Million  and  No/100  Dollars  ($2,000,000.00)  or  such  lesser
      principal amount  as is actually  outstanding under the  Revolving Credit
      Facility (as defined in the Credit Agreement defined below) on such date,
      and with interest  on the unpaid principal balance hereof  payable as set
      forth below.  All such principal  and interest shall be payable in lawful
      money of the United States of America in immediately available funds on a
      Business Day at the offices of the Bank set forth above.

           Until   maturity  (whether   by  acceleration  or   otherwise),  the
      outstanding principal balance  hereunder shall bear interest at the rates
      and shall be  payable at  the times and  in the manner  set forth in  the
      Credit  Agreement.   Subsequent  to maturity,  including after  judgment,
      interest on  the outstanding principal balance hereunder  shall accrue at
      an annual rate which shall be two percent (2%) above the rate of interest
      otherwise payable hereunder.

           This Amended and Restated Revolving Credit Note (herein, the "Note")
      arises out  of a certain Credit  Agreement, dated as of  October 20, 1993
      (together  with all  amendments  and modifications  thereto, the  "Credit
      Agreement"), by and among Borrower,  the Bank, DEUER MANUFACTURING, INC.,
      an Ohio  business  corporation with  offices located  at 2985  Springboro
      West, Dayton, OH   45439  ("Deuer"), and RESISTANCE  TECHNOLOGY, INC.,  a
      Minnesota business corporation with offices located at 1260 Red Fox Road,
      Arden Hills,  MN  55112 ("RTI").  Capitalized terms used by not otherwise
      defined in  this Note  shall have the  respective meanings given  to such
      terms in the Credit Agreement.  Reference is made to the Credit Agreement
      for a statement of  the respective rights and obligations of  the parties
      and the terms and  conditions therein provided under which  the principal
      hereof and accrued interest  thereon, if any, may become  immediately due
      and payable.    The collateral  specified  in the  applicable  Collateral
      Security Documents shall  secure the obligations  of Borrower under  this
      Note.  
           Notwithstanding the  face amount of this  Note, Borrower's liability
      hereunder  shall  be  limited  at  all  times  to  the  actual  aggregate
      outstanding indebtedness to Bank (principal, interest and fees) under the
      Revolving  Credit Facility, as  established by Bank's  books and records,
      which books and records shall be conclusive absent manifest error.

           The occurrence of  an Event  of Default under  the Credit  Agreement
      constitutes  an Event of  Default under this  Note and entitles  Bank, in
      accordance with  the Credit Agreement,  to declare this  Note immediately
      due and payable in full.

           Borrower hereby  waives presentment,  demand for payment,  notice of
      dishonor or acceleration, protest and notice of protest, and any  and all
      other notices  or demands  in connection  with the delivery,  acceptance,
      performance, default  or enforcement of  this Note, excepting  any notice
      requirements set forth in the Credit Agreement.

           In the event any interest rate applicable hereto is in excess of the
      highest  rate allowable  under  applicable law,  then  the rate  of  such
      interest will  be reduced  to  the highest  rate not  in  excess of  such
      maximum allowable  interest and any  excess previously  paid by  Borrower
      shall be deemed to have been applied against principal.

           BORROWER HEREBY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR ATTORNEYS OR
      THE  PROTHONOTARY  OR  CLERK   OF  ANY  COURT  OF  THE   COMMONWEALTH  OF
      PENNSYLVANIA,  OR ELSEWHERE, TO APPEAR FOR BORROWER AT ANY TIME FOLLOWING
      THE OCCURRENCE OF  AN EVENT OF DEFAULT UNDER THE  CREDIT AGREEMENT IN ANY 
      SUCH COURT IN AN APPROPRIATE ACTION THERE  OR ELSEWHERE BROUGHT OR TO BE
      BROUGHT AGAINST  BORROWER  BY THE  BANK  ON THIS  NOTE,  WITH OR  WITHOUT
      DECLARATIONS FILED,  AS OF ANY TERM OR TIME OF COURT THEREOF OR ELSEWHERE
      TO BE HELD AND THEREIN TO CONFESS OR ENTER JUDGMENT  AGAINST BORROWER FOR
      ALL  SUMS  DUE  BY BORROWER  TO  BANK  UNDER  THIS  NOTE AND  THE  CREDIT
      AGREEMENT, TOGETHER WITH THE COST OF SUIT AND REASONABLE ATTORNEYS' FEES,
      AND FOR SO DOING  THIS NOTE OR A COPY HEREOF  VERIFIED BY AFFIDAVIT SHALL
      BE A SUFFICIENT WARRANT.

           BORROWER HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY
      RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION HEREON
      OR ARISING OUT  OF, UNDER OR IN  CONNECTION WITH THIS NOTE  OR THE CREDIT
      AGREEMENT OR THE MAKING OF THE LOANS OR ANY COURSE OF  CONDUCT, COURSE OF
      DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF BORROWER OR
      BANK OR ANY OF THEM.  THIS PROVISION  IS A MATERIAL INDUCEMENT FOR BANK'S
      ENTERING INTO THE CREDIT AGREEMENT.




           BORROWER ACKNOWLEDGES THAT IT  HAS HAD THE ASSISTANCE OF  COUNSEL IN
      THE REVIEW AND EXECUTION  OF THIS NOTE AND FURTHER ACKNOWLEDGES  THAT THE
      MEANING AND EFFECT OF THE CONFESSION OF JUDGMENT AND WAIVER OF JURY TRIAL
      HAVE BEEN FULLY EXPLAINED TO SUCH BORROWER BY SUCH COUNSEL.

           Borrower's  liability under  this Note  shall include  all fees  and
      expenses provided in the Credit Agreement.

           This  Note shall  be binding  upon Borrower  and its  successors and
      assigns and shall inure to the benefit of the Bank and its successors and
      assigns and shall be  governed as to validity, interpretation  and effect
      by the laws of the Commonwealth of Pennsylvania.

           This Note  amends and restates  in its  entirety the  terms of  that
      certain Revolving Credit  Note, dated  as of October  20, 1993  (together
      with all amendments and modifications  thereto, the "Existing Note"),  by
      the  Borrower  in favor  of  the Bank.    This Note  is  not intended  to
      extinguish  the  Borrower's  obligations   under  the  Existing  Note  or
      constitute a novation thereof.

           IN WITNESS WHEREOF, the undersigned, by its duly authorized officer,
      has executed this  Amended and Restated Revolving Credit Note the day and
      year first above written.

      ATTEST:                              SELAS CORPORATION OF AMERICA

      By:_____________________________     By:____________________________
      Name:                                Name:
      Title:                               Title:


                                                       EXHIBIT 4E
       AMENDED AND RESTATED REVOLVING CREDIT NOTE

      $1,000,000.00                                             July ____, 1995
                                                     Philadelphia, Pennsylvania


              FOR VALUE RECEIVED, the undersigned RESISTANCE TECHNOLOGY, INC.,
      a Minnesota business corporation with offices located at 1260 Red Fox
      Road, Arden Hills, MN  55112 (the "Borrower"), promises to pay to the
      order of FIRST FIDELITY BANK, N.A., a national banking association (the
      "Bank"), with an office at Broad and Walnut Streets, Philadelphia,
      Pennsylvania  19109, on the RTI Revolving Credit Termination Date, the
      principal sum of One Million and No/100 Dollars ($1,000,000.00) or such   
      lesser principal amount as is actually outstanding under the Revolving
      Credit Facility (as defined in the Credit Agreement defined below) on
      such date, and with interest on the unpaid principal balance hereof
      payable as set forth below.  All such principal and interest shall be
      payable in lawful money of the United States of America in immediately
      available funds on a Business Day at the offices of the Bank set forth
      above.

              Until maturity (whether by acceleration or otherwise), the
      outstanding principal balance hereunder shall bear interest at the rates
      and shall be payable at the times and in the manner set forth in the
      Credit Agreement.  Subsequent to maturity, including after judgment,
      interest on the outstanding principal balance hereunder shall accrue at
      an annual rate which shall be two percent (2%) above the rate of interest
      otherwise payable hereunder.

              This Amended and Restated Revolving Credit Note (herein, the
      "Note") arises out of a certain Credit Agreement, dated as of October 20,
      1993 (together with all amendments and modifications thereto, the "Credit
      Agreement"), by and among Borrower, the Bank, SELAS CORPORATION OF
      AMERICA, a Pennsylvania business corporation with offices located at 2034
      Limekiln Pike, Dresher, PA  19025 ("Selas") and DEUER MANUFACTURING,
      INC., an Ohio business corporation with offices located at 2985
      Springboro West, Dayton, OH  45439 ("Deuer").  Capitalized terms used by
      not otherwise defined in this Note shall have the respective meanings
      given to such terms in the Credit Agreement.  Reference is made to the
      Credit Agreement for a statement of the respective rights and obligations
      of the parties and the terms and conditions therein provided under which
      the principal hereof and accrued interest thereon, if any, may become
      immediately due and payable.  The collateral specified in the applicable
      Collateral Security Documents shall secure the obligations of Borrower
      under this Note.  
              Notwithstanding the face amount of this Note, Borrower's
      liability hereunder shall be limited at all times to the actual aggregate
      outstanding indebtedness to Bank (principal, interest and fees) under the
      Revolving Credit Facility, as established byBank's books and records,
      which books and records shall be conclusive absent manifest error.

              The occurrence of an Event of Default under the Credit Agreement
      constitutes an Event of Default under this Note and entitles Bank, in
      accordance with the Credit Agreement, to declare this Note immediately
      due and payable in full.

              Borrower hereby waives presentment, demand for payment, notice of
      dishonor or acceleration, protest and notice of protest, and any and all
      other notices or demands in connection with the delivery, acceptance,
      performance, default or enforcement of this Note, excepting any notice
      requirements set forth in the Credit Agreement.

              In the event any interest rate applicable hereto is in excess of
      the highest rate allowable under applicable law, then the rate of such
      interest will be reduced to the highest rate not in excess of such
      maximum allowable interest and any excess previously paid by Borrower
      shall be deemed to have been applied against principal.

              BORROWER HEREBY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR ATTORNEYS
      OR THE PROTHONOTARY OR CLERK OF ANY COURT OF THE COMMONWEALTH OF
      PENNSYLVANIA, OR ELSEWHERE, TO APPEAR FOR BORROWER AT ANY TIME FOLLOWING
      THE OCCURRENCE OF AN EVENT OF DEFAULT UNDER THE CREDIT AGREEMENT IN ANY
      SUCH COURT IN AN APPROPRIATE ACTION THERE OR ELSEWHERE BROUGHT OR TO BE
      BROUGHT AGAINST BORROWER BY THE BANK ON THIS NOTE, WITH OR WITHOUT
      DECLARATIONS FILED, AS OF ANY TERM OR TIME OF COURT THEREOF OR ELSEWHERE
      TO BE HELD AND THEREIN TO CONFESS OR ENTER JUDGMENT AGAINST BORROWER FOR
      ALL SUMS DUE BY BORROWER TO BANK UNDER THIS NOTE AND THE CREDIT
      AGREEMENT, TOGETHER WITH THE COST OF SUIT AND REASONABLE ATTORNEYS' FEES, 
      AND FOR SO DOING THIS NOTE OR A COPY HEREOF VERIFIED BY AFFIDAVIT SHALL
      BE A SUFFICIENT WARRANT.

              BORROWER HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES
      ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
      HEREON OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE OR THE
      CREDIT AGREEMENT OR THE MAKING OF THE LOANS OR ANY COURSE OF CONDUCT,
      COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF
      BORROWER OR BANK OR ANY OF THEM.  THIS PROVISION IS A MATERIAL INDUCEMENT
      FOR BANK'S ENTERING INTO THE CREDIT AGREEMENT.




              BORROWER ACKNOWLEDGES THAT IT HAS HAD THE ASSISTANCE OF COUNSEL
      IN THE REVIEW AND EXECUTION OF THIS NOTE AND FURTHER ACKNOWLEDGES THAT
      THE MEANING AND EFFECT OF THE CONFESSION OF JUDGMENT AND WAIVER OF JURY
      TRIAL HAVE BEEN FULLY EXPLAINED TO SUCH BORROWER BY SUCH COUNSEL.

              Borrower's liability under this Note shall include all fees and
      expenses provided in the Credit Agreement.

              This Note shall be binding upon Borrower and its successors and
      assigns and shall inure to the benefit of the Bank and its successors and
      assigns and shall be governed as to validity, interpretation and effect
      by the laws of the Commonwealth of Pennsylvania.

              This Note amends and restates in its entirety the terms of that
      certain Revolving Credit Note, dated as of October 20, 1993 (together
      with all amendments and modifications thereto, the "Existing Note"), by
      the Borrower in favor of the Bank.  This Note is not intended to
      extinguish the Borrower's obligations under the Existing Note or
      constitute a novation thereof.

              IN WITNESS WHEREOF, the undersigned, by its duly authorized
      officer, has executed this Amended and Restated Revolving Credit Note the
      day and year first above written.


      ATTEST                 RESISTANCE TECHNOLOGY, INC.


                             By:_____________________________
                             Name:
                             Title:

                             By:____________________________
                             Name:
                             Title:






                                                           EXHIBIT 4F

       AMENDED AND RESTATED REVOLVING CREDIT NOTE


      $500,000.00                                               July ____, 1995
                                                     Philadelphia, Pennsylvania


              FOR VALUE RECEIVED, the undersigned DEUER MANUFACTURING, INC., an
      Ohio business corporation with offices located at 2985 Springboro West,
      Dayton, OH  45439 (the "Borrower"), promises to pay to the order of FIRST
      FIDELITY BANK, N.A., a national banking association (the "Bank"), with an
      office at Broad and Walnut Streets, Philadelphia, Pennsylvania  19109, on
      the Deuer Revolving Credit Termination Date, the principal sum of Five
      Hundred Thousand and No/100 Dollars ($500,000.00) or such lesser
      principal amount as is actually outstanding under the Revolving Credit
      Facility (as defined in the Credit Agreement defined below) on such date,
      and with interest on the unpaid principal balance hereof payable as set
      forth below.  All such principal and interest shall be payable in lawful
      money of the United States of America in immediately available funds on a
      Business Day at the offices of the Bank set forth above.

              Until maturity (whether by acceleration or otherwise), the
      outstanding principal balance hereunder shall bear interest at the rates
      and shall be payable at the times and in the manner set forth in the
      Credit Agreement.  Subsequent to maturity, including after judgment,
      interest on the outstanding principal balance hereunder shall accrue at
      an annual rate which shall be two percent (2%) above the rate of interest
      otherwise payable hereunder.

              This Amended and Restated Revolving Credit Note (herein, the
      "Note") arises out of a certain Credit Agreement, dated as of October 20,
      1993 (together with all amendments and modifications thereto, the "Credit
      Agreement"), by and among Borrower, the Bank, SELAS CORPORATION OF
      AMERICA, a Pennsylvania business corporation with offices located at 2034
      Limekiln Pike, Dresher, PA  19025 ("Selas"), and RESISTANCE TECHNOLOGY,
      INC., a Minnesota business corporation with offices located at 1260 Red
      Fox Road, Arden Hills, MN  55112 ("RTI").  Capitalized terms used by not
      otherwise defined in this Note shall have the respective meanings given
      to such terms in the Credit Agreement.  Reference is made to the Credit
      Agreement for a statement of the respective rights and obligations of the
      parties and the terms and conditions therein provided under which the
      principal hereof and accrued interest thereon, if any, may become
      immediately due and payable.  The collateral specified in the applicable
      Collateral Security Documents shall secure the obligations of Borrower
      under this Note.  
              Notwithstanding the face amount of this Note, Borrower's
      liability hereunder shall be limited at all times to the actual aggregate
      outstanding indebtedness to Bank (principal, interest and fees) under the
      Revolving Credit Facility, as established by Bank's books and records,
      which books and records shall be conclusive absent manifest error.

              The occurrence of an Event of Default under the Credit Agreement
      constitutes an Event of Default under this Note and entitles Bank, in
      accordance with the Credit Agreement, to declare this Note immediately
      due and payable in full.

              Borrower hereby waives presentment, demand for payment, notice of
      dishonor or acceleration, protest and notice of protest, and any and all
      other notices or demands in connection with the delivery, acceptance,
      performance, default or enforcement of this Note, excepting any notice
      requirements set forth in the Credit Agreement.

              In the event any interest rate applicable hereto is in excess of
      the highest rate allowable under applicable law, then the rate of such
      interest will be reduced to the highest rate not in excess of such
      maximum allowable interest and any excess previously paid by Borrower
      shall be deemed to have been applied against principal.

              BORROWER HEREBY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR ATTORNEYS
      OR THE PROTHONOTARY OR CLERK OF ANY COURT OF THE COMMONWEALTH OF
      PENNSYLVANIA, OR ELSEWHERE, TO APPEAR FOR BORROWER AT ANY TIME FOLLOWING
      THE OCCURRENCE OF AN EVENT OF DEFAULT UNDER THE CREDIT AGREEMENT IN ANY
      SUCH COURT IN AN APPROPRIATE ACTION THERE OR ELSEWHERE BROUGHT OR TO BE   
      BROUGHT AGAINST BORROWER BY THE BANK ON THIS NOTE, WITH OR WITHOUT
      DECLARATIONS FILED, AS OF ANY TERM OR TIME OF COURT THEREOF OR ELSEWHERE
      TO BE HELD AND THEREIN TO CONFESS OR ENTER JUDGMENT AGAINST BORROWER FOR
      ALL SUMS DUE BY BORROWER TO BANK UNDER THIS NOTE AND THE CREDIT
      AGREEMENT, TOGETHER WITH THE COST OF SUIT AND REASONABLE ATTORNEYS' FEES,
      AND FOR SO DOING THIS NOTE OR A COPY HEREOF VERIFIED BY AFFIDAVIT SHALL
      BE A SUFFICIENT WARRANT.

              BORROWER HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES
      ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
      HEREON OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE OR THE
      CREDIT AGREEMENT OR THE MAKING OF THE LOANS OR ANY COURSE OF CONDUCT,
      COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF
      BORROWER OR BANK OR ANY OF THEM.  THIS PROVISION IS A MATERIAL INDUCEMENT
      FOR BANK'S ENTERING INTO THE CREDIT AGREEMENT.

              BORROWER ACKNOWLEDGES THAT IT HAS HAD THE ASSISTANCE OF COUNSEL
      IN THE REVIEW AND EXECUTION OF THIS NOTE AND FURTHER ACKNOWLEDGES THAT
      THE MEANING AND EFFECT OF THE CONFESSION OF JUDGMENT AND WAIVER OF JURY
      TRIAL HAVE BEEN FULLY EXPLAINED TO SUCH BORROWER BY SUCH COUNSEL.


              Borrower's liability under this Note shall include all fees and
      expenses provided in the Credit Agreement.




              This Note shall be binding upon Borrower and its successors and
      assigns and shall inure to the benefit of the Bank and its successors and
      assigns and shall be governed as to validity, interpretation and effect
      by the laws of the Commonwealth of Pennsylvania.

              This Note amends and restates in its entirety the terms of that
      certain Revolving Credit Note, dated as of October 20, 1993 (together
      with all amendments and modifications thereto, the "Existing Note"), by
      the Borrower in favor of the Bank.  This Note is not intended to
      extinguish the Borrower's obligations under the Existing Note or
      constitute a novation thereof.

              IN WITNESS WHEREOF, the undersigned, by its duly authorized
      officer, has executed this Amended and Restated Revolving Credit Note the
      day and year first above written.


      ATTEST:                          DEUER MANUFACTURING, INC.


      By:_____________________________ By:____________________________
      Name:                            Name:
      Title:                           Title:




                                                          EXHIBIT 10F


                     (FORM OF STOCK OPTION AGREEMENT UNDER
                         SELAS 1994 STOCK OPTION PLAN)


      (Addressee)

      Dear                      :   
      I am pleased to inform you that on                    the Compensation
      Committee of the Company's Board of Directors granted you options to
      purchase        Common Shares of the Company under the Company's 1994
      Stock Option Plan (the "Plan"), at an exercise price of $               
      per share.

      Under the Plan, the Company may grant either incentive stock options or
      non-qualified stock options.  The options granted to you are intended to
      be (incentive stock options) (non-qualified stock options).

      These options will become exercisable as follows:

              Date First Exercisable        Number of Shares


      The exercise price for your options shall be payable in cash or its
      equivalent.

      Once options become exercisable, they will remain exercisable until they
      are exercised or until they terminate.  Unless earlier terminated
      pursuant to the terms of the Plan, all options granted hereby shall
      terminate on                 .  While the specific terms of the Plan will
      govern, generally upon termination of your employment for any reason the
      options will terminate to the extent of options that you could not have
      exercised on the date of such termination.  Options that could have been
      exercised on the date of termination of employment for reasons other than
      death or disability may be exercised only prior to the earlier of three
      months following the date of termination of employment or the expiration
      date of such options.  Options that could have been exercised on the date
      of termination of employment due to death or disability may be exercised
      only prior to the earlier of one year following the date of your death or
      such termination of employment or the expiration date of such options.

      Further terms governing the options granted to you are set forth in the
      Plan, a copy of which is attached hereto and incorporated by reference
      herein.




      If you wish to accept the grant of the options as provided above and in
      the Plan, please so indicate by signing and returning the enclosed copy
      of this letter, whereupon you and the Company shall be legally bound
      hereby under Pennsylvania law.

                                  Very truly yours,

                                  SELAS CORPORATION OF AMERICA



                                  By:                         
                                       Robert W. Ross,
                                       Secretary


      Accepted and Agreed:


                                    



                                                           EXHIBIT 10I          
                                           


                         SELAS CORPORATION OF AMERICA
                                    SUPPLEMENTAL RETIREMENT PLAN
              (AMENDED AND RESTATED EFFECTIVE JANUARY 1, 1995)




                                                          DECEMBER 1995




                                  TABLE OF CONTENTS

                                                                    
                                                                     PAGE

ARTICLE I - NAME OF PLAN, FUNDING AND EFFECTIVE DATE                   1
                   1.1  Name of Plan                                   1
                   1.2   Funding                                       1
                   1.3  Effective Date of Plan                         1

ARTICLE II - DEFINITIONS                                               1
                   2.1  Incorporation of Definitions                   1
                   2.2   Plan                                          1
                   2.3  Retirement Plan                                1

ARTICLE III - AMOUNT OF BENEFITS                                       2
                   3.1  Pension Restoration Benefits                   2
                   3.2  Benefits upon Reemployment                     2

ARTICLE IV - VESTING                                                   2

ARTICLE V - FORM OF BENEFIT AND DISTRIBUTION OF BENEFITS               2
                   5.1  No Election Made                               2
                   5.2  Distribution Elections                         3
                   5.3  Beneficiary Designation                        3

ARTICLE VI - ADMINISTRATION                                            3
                   6.1  Plan Administrator                             3
                   6.2  Responsibilities and Powers of the Plan
                        Administrator                                  3
                   6.3  Claims for Benefits                            4
                   6.4  Indemnification                                4

ARTICLE VII - MISCELLANEOUS                                            4
                   7.1  Benefits Payable by Company                    4
                   7.2  Amendment or Termination                       4
                   7.3  Status of Employment                           4
                   7.4  Inalienability of Benefits                     5
                   7.5  Governing Law                                  5



                  SELAS CORPORATION OF AMERICA
                   SUPPLEMENTAL RETIREMENT PLAN

      (AMENDED AND RESTATED EFFECTIVE JANUARY 1, 1995)
                   
            WHEREAS, SELAS CORPORATION OF AMERICA (the "Company") in
      1994 adopted the SELAS CORPORATION OF AMERICA SUPPLEMENTAL RETIREMENT
      PLAN (the "Plan") to supplement the benefits provided to a select group
      of highly compensated or management employees under the SELAS CORPORATION
      OF AMERICA SALARIED RETIREMENT PLAN; and

                   WHEREAS, the Company reserved the right to amend the Plan
      under Section 7.2 of the Plan; and

                   WHEREAS, the Company desires to amend and restate the Plan,
      effective January 1, 1995, in order to make certain changes to the Plan;

                   NOW, THEREFORE, effective January 1, 1995, the Company
      hereby amends and restates the SELAS CORPORATION OF AMERICA SUPPLEMENTAL
      RETIREMENT PLAN, as follows:


                                                              ARTICLE I

                 NAME OF PLAN, FUNDING AND EFFECTIVE DATE

                   .0.0.1    NAME OF PLAN.  The plan as set forth herein shall
                   be known as the "SELAS CORPORATION OF AMERICA SUPPLEMENTAL
                   RETIREMENT PLAN" (the "Plan").

                   .0.0.2    FUNDING.  The Plan is designed to cover a select
                   group of highly compensated or management employees, and
                   shall be unfunded for tax purposes and for purposes of the
                   exemptions from Title I of the Employee Retirement Income
                   Security Act of 1974, as amended.  All obligations of the
                   Plan shall be paid from the general assets of the Company.

                   .0.0.3    EFFECTIVE DATE OF PLAN.  The effective date of the
                   Plan is January 1, 1994.


                                                             ARTICLE II

                                                         DEFINITIONS

                   .0.0.4    INCORPORATION OF DEFINITIONS.  All definitions
                   used in the SELAS CORPORATION OF AMERICA SALARIED RETIREMENT
                   PLAN (the "Retirement Plan") are hereby made a part of this
                   Plan by reference.  Any amendment of the definitions of the
                   Retirement Plan shall be effective with respect to this Plan
                   as of the effective date of the amendment to the Retirement
                   Plan.

                   .0.0.5    "PLAN" shall mean the SELAS CORPORATION OF AMERICA
                   SUPPLEMENTAL RETIREMENT PLAN as set forth herein, and as
                   amended from time to time.

                   .0.0.6    "RETIREMENT PLAN" shall mean the SELAS CORPORATION
                   OF AMERICA SALARIED RETIREMENT PLAN.


                                                           ARTICLE III

                                               AMOUNT OF BENEFITS

                   .0.0.7    PENSION RESTORATION BENEFITS.

                        .0.0.7.1  ELIGIBILITY.  Each employee who is employed
                        by the Company on or after January 1, 1994, and whose
                        Accrued Benefit under the Retirement Plan is reduced 
                        as result of the compensation limitation imposed by
                        section 401(a)(17) of the Internal Revenue Code of
                        1986, as amended (the "Code") on the Retirement Plan,
                        in Plan Years after 1988, shall be entitled to Pension
                        Restoration Benefits ("PBR Benefits") under this Plan. 

                        .0.0.7.2  AMOUNT.  For each benefit payment made under
                        the Retirement Plan, an employee entitled to PBR
                        Benefits shall receive a PBR Benefit in an amount equal
                        to the difference between (1) the amount such payment
                        under the Retirement Plan would have been if, in Plan
                        Years after 1988, the Compensation used in computing
                        such employee's Accrued Benefit under the Retirement
                        Plan had not been reduced as a result of section
                        401(a)(17) of the Code, and (2) the benefit payment the
                        employee is entitled to under the terms of the
                        Retirement Plan.

                   .0.0.8    BENEFITS UPON REEMPLOYMENT.  If a former employee
                   is rehired by the Company after he begins to receive his PBR
                   Benefits,

                        .0.0.8.1  his PBR Benefits shall cease during such
                        period of reemployment; and

                        .0.0.8.2  the PBR Benefits payable after the employee's
                        subsequent retirement or separation shall be the
                        benefits computed in accordance with Section 3.1(b) at
                        the date of the termination of his last period of
                        reemployment.



                                                             ARTICLE IV

                                                               VESTING

                   An employee shall become vested in his PBR Benefits under
      the Plan on the date his Accrued Benefit under the Retirement Plan
      becomes vested.


                                                              ARTICLE V

               FORM OF BENEFIT AND DISTRIBUTION OF BENEFITS

                   .0.1 NO ELECTION MADE.  If no effective election has been
                   made under Section 5.2 before the later of the date the
                   employee attains age 65 or separates from service with the
                   Company, payment of benefits under the Plan shall be made to
                   the employee in a lump sum distribution within 60 days
                   following such date.  If the employee dies before payment of
                   benefits commences and the employee's Beneficiary has not
                   made an effective election under Section 5.2 within 13
                   months of the employee's date of death, payment of benefits
                   under the Plan shall be made to the employee's Beneficiary
                   in a lump sum distribution within 60 days following the
                   expiration of such 13-month period.

                   .0.2 DISTRIBUTION ELECTIONS.

                        (a)    ELECTION BY EMPLOYEE.  An employee shall be
              entitled to elect to have payment of benefits under this Plan
              commence in a form of payment that is available, and at a time
              which is permissible, under the Retirement Plan.  However, no     
              payment shall be made pursuant to such an election unless the
              election is made at least 30 days before the beginning of the
              taxable year in which payments to the employee are to commence
              under the election.

                        (b)  ELECTION BY BENEFICIARY.  If an employee dies
              before payment commences, his Beneficiary shall be entitled to
              elect to commence payment of benefits under this Plan in a form
              of payment that is available, and at a time which is permissible,
              under the Retirement Plan.  However, no payment shall be made
              pursuant to such an election unless the election is made at least
              30 days before the beginning of the taxable year in which
              payments to the Beneficiary are to commence under the election.

                        (c)  SUBSEQUENT ELECTIONS.  An employee or a
              Beneficiary may make an election under this Section 5.2 which
              shall supersede the previous election he made under this Section
              5.2, provided that such a subsequent election is made at least 30
              days before the beginning of the taxable year in which payments
              were to commence under the individual's previous election and the
              subsequent election otherwise meets the applicable requirements
              of this Section 5.2.

                        (d)  PROCEDURES FOR ELECTIONS.  In addition to meeting
              the applicable requirements of this Section 5.2, an election
              under this Section 5.2 will only be effective if made in
              accordance with the procedures established by the Company.

                   .0.3 BENEFICIARY DESIGNATION.  An employee's designation of
                   a Beneficiary under the Retirement Plan will also apply
                   under this Plan.


                                                             ARTICLE VI

                                                     ADMINISTRATION

                   .0.3.1    PLAN ADMINISTRATOR.  The Company shall be the Plan
                   Administrator and shall have responsibility to supervise the
                   management and administration of this Plan.

                   .0.3.2    RESPONSIBILITIES AND POWERS OF THE PLAN
                   ADMINISTRATOR.

                        .0.3.2.1  The Plan Administrator shall have the
                        responsibility:

                             .0.3.2.1.1     To administer the Plan in
                             accordance with the terms hereof, and to exercise
                             all powers specifically conferred upon the Plan
                             Administrator hereby or necessary to carry out the
                             provisions hereof.

                             .0.3.2.1.2     To construe this Plan solely in its
                             discretion, which construction shall be conclusive
                             on all parties correct any defects, supply any
                             omissions, and reconcile any inconsistencies to
                             the extent necessary to effectuate the Plan.

                             .0.3.2.1.3     To keep all records relating to the
                             Plan and such other records as are necessary for
                             proper operation of the Plan.

                             .0.3.2.2 In carrying out its functions hereunder:
                             .0.3.2.2.1     The Plan Administrator may adopt
                             rules and regulations necessary for the
                             administration of the Plan and which are
                             consistent with the provisions hereof.

                             .0.3.2.2.2     The Plan Administrator may
                             authorize one or more of its employees, or other
                             representatives, to act on its behalf.

                             .0.3.2.2.3     The Plan Administrator shall have
                             the right to hire, at the expense of the Company,
                             such professional assistants and consultants as
                             it, in its sole discretion, deems necessary or
                             advisable, including, but not limited to,
                             accountants, actuaries, consultants, counsel, and
                             such clerical assistance as is necessary for
                             proper discharge of its duties.

                   .0.3.3    CLAIMS FOR BENEFITS.  The Company will advise each
                   employee of any PBR Benefits to which he is entitled under
                   the Plan.  If any employee believes that the Company has
                   failed to advise him of any PBR Benefits to which he is
                   entitled, or disputes the amount of his PBR Benefits he may
                   file a written claim with the Human Resources Department. 
                   The claim and review procedure described in Section 10.5 of
                   the Retirement Plan shall also apply to claims filed for
                   benefits under this Plan.

                   .0.3.4    INDEMNIFICATION.  To the extent permitted by law,
                   the Company shall indemnify employees properly appointed to
                   perform Plan Administrator duties from all claims for
                   liability, loss or damage (including payment of expenses in
                   connection with defense against such claim) arising from any
                   act or failure to act which constitutes a breach of such
                   individual's responsibilities under any aspects of the law,
                   unless such misconduct results from gross negligence or
                   willful misconduct.


                                                           ARTICLE VII

                                                      MISCELLANEOUS

                   .0.3.5    BENEFITS PAYABLE BY COMPANY.  Any benefits payable
                   under this Plan shall constitute an unfunded obligation of
                   the Company and this Plan constitutes a mere promise that
                   the Company will make such PBR Benefit payments in the
                   future.  Payments shall be made, as due, from the general
                   funds of the Company.  The Company, at its option, may
                   maintain one or more bookkeeping reserve accounts to reflect
                   its obligations under the Plan and may make such investments
                   as it may deem desirable to assist it in meeting such
                   obligations.  Any such investments shall be assets of the
                   Company subject to the claims of its general creditors.  No
                   person eligible for benefits under this Plan shall have any
                   right, title or interest in any such investments except as a
                   general unsecured creditor of the Company.

                   .0.3.6    AMENDMENT OR TERMINATION.  The Company reserves
                   the right, at any time and from time to time, pursuant to a
                   written resolution of its Board of Directors, adopted at a
                   duly held meeting of such Board or by unanimous written
                   consent of such Board, to amend, modify, restate or
                   terminate the Plan, provided, however, that no such action
                   by the Company shall reduce an employee's PBR Benefits after 
                   the date of commencement of payment of such PBR Benefits.

                   .0.3.7    STATUS OF EMPLOYMENT. Nothing herein contained
                   shall be construed as conferring any rights upon any
                   employee or other person for a continuation of employment
                   nor shall it be construed as limiting in any way the right
                   of the Company to discharge any employee or other person or
                   to treat him without regard to the effect which such
                   treatment might have upon him as a participant in the Plan.
                   .0.3.8    INALIENABILITY OF BENEFITS.  The right of any
                   person to any benefit or payment under the Plan shall not be
                   subject to voluntary or involuntary transfer, alienation or
                   assignment, and, to the fullest extent permitted by law,
                   shall not be subject to attachment, execution, garnishment,
                   sequestration or other legal or equitable process.  In the
                   event a person who is receiving or is entitled to receive
                   PBR Benefits attempts to assign, transfer or dispose of such
                   right, or if an attempt is made to subject said right to
                   such process, such assignment, transfer or disposition shall
                   be null and void.

                   .0.3.9    GOVERNING LAW.  Except to the extent preempted by
                   federal law, the provisions of the Plan will be construed
                   according to the laws of the Commonwealth of Pennsylvania.

                   IN WITNESS WHEREOF, SELAS CORPORATION OF AMERICA has caused
      this amended and restated Plan, effective as of January 1, 1995, to be
      executed this 8th day of December, 1995.

                                       SELAS CORPORATION OF AMERICA


      ATTEST: /s/ Robert W. Ross,        By: /s/ Stephen F. Ryan  

           Robert W. Ross, Secretary               Stephen F. Ryan
                                                   President and Chief
                                                   Executive Officer
      CORPORATE SEAL



                                                                EXHIBIT 10J

                                 MANAGEMENT EMPLOYMENT AGREEMENT


                THIS AGREEMENT is made effective the 20th day of October, 1993,
      by  and  between RESISTANCE  TECHNOLOGY,  INC.,  a Minnesota  corporation
      (hereinafter  "RTI"), and MARK S.  GORDER, an individual  resident of St.
      Paul, Minnesota (hereinafter, "GORDER").

                                      BACKGROUND

                Gorder currently serves (and for the past  several years Gorder
      has served) as the President and Chief Executive Officer of RTI and as  a
      member of its  Board of Directors.   Gorder is a key employee  of RTI and
      has been  substantially involved with RTI's  organization, operations and
      management and possesses trade secrets and other confidential information
      relating to RTI and its customers.

                RTI and the holders of all issued and outstanding shares of RTI
      have  entered into  a  Stock  Purchase  and  Sale  Agreement  with  Selas
      Corporation  of America,  a Pennsylvania  corporation ("Selas"),  whereby
      Selas  is acquiring on the date hereof  all of the issued and outstanding
      shares of RTI.
      RTI  and  Selas  recognize  that  Selas'  substantial  monetary
      investment in RTI,  as well as the future business  success of RTI, could
      be  materially jeopardized and prejudiced if Gorder were not available to
      continue  to serve RTI.  Accordingly, RTI  and Selas desire to assure the
      continued  services and employment of  Gorder for the  period provided in
      this  Agreement  and to  obtain  the  noncompetition and  confidentiality
      protections  provided  for  herein   with  respect  to  RTI's  customers,
      relationships and trade secrets and other confidential information.

                Gorder is willing to continue to serve RTI and to  grant to RTI
      noncompetition  and  confidentiality  protections  as  provided  in  this
      Agreement.

                NOW,  THEREFORE,  in consideration  of  the  foregoing and  the
      covenants  and  agreements hereinafter  set  forth,  the parties  hereto,
      intending to be legally bound, hereby agree as follows:

                .0.3.10   EMPLOYMENT AGREEMENT;  TERM.   RTI  hereby hires  and
                employs Gorder,  and Gorder  hereby accepts such  engagement by
                RTI, for a term of five (5) years, commencing October 20, 1993,
                and  ending  October  20,  1998 (unless  sooner  terminated  as
                hereinafter   provided)  and  upon  the  terms  and  conditions
                contained in this Agreement.



                .0.3.11   COMPENSATION AND BENEFITS.

                     .0.3.11.1 BASE SALARY.  In consideration of all of
                     Gorder's services to RTI, RTI shall pay Gorder, a base
                     salary at a minimum rate of $160,706 per annum.  Salary
                     increases will be at the discretion of the Board of
                     Directors of RTI, subject to the approval of the
                     Compensation Committee of the Board of Directors of Selas
                     (the "Compensation Committee").  Gorder's salary will be
                     payable as earned in reasonable periodic installments in
                     accordance with the regular practices of RTI in effect
                     from time to time.

                     .0.3.11.2 BONUSES.  During the term of Gorder's employment
                     hereunder, Gorder shall participate in such annual bonus
                     or incentive compensation programs as may be adopted from
                     time to time by the Board of Directors of RTI with the
                     approval of the Compensation Committee, and Gorder shall
                     be entitled to receive such annual bonus or incentive
                     compensation as is provided for pursuant to the terms of
                     such programs; provided, however, that with respect to the
                     year ending December 31, 1993, Gorder shall receive a
                     bonus in accordance with RTI's Annual Incentive Bonus Plan
                     for 1993 as in effect on July 27, 1993.

                     .0.3.11.3 FRINGE BENEFITS.  Throughout the term of his
                     employment, Gorder shall be entitled to participate in and
                     receive the benefits of any health or medical insurance
                     plan, life insurance plan, disability insurance plan, or
                     other employee benefit plan made available to other
                     officers of RTI [, provided that in any event Gorder shall
                     be entitled to [six] weeks of vacation per year, with any
                     unused vacation as of any year end to lapse].  In
                     addition, Gorder shall be entitled to continue to have the
                     use of an automobile similar to the automobile leased by
                     RTI for his use as of July 27, 1993.

                     .0.3.11.4 EXPENSES.  RTI shall reimburse Gorder for all
                     reasonable and ordinary direct expenses incurred by Gorder 
                     in conjunction with performing his duties hereunder,
                     subject to expense guidelines established from time to
                     time by the Board of Directors of RTI.

                .0.3.12   DUTIES.  Gorder shall perform such senior executive
                responsibilities as shall from time to timebe assigned to him
                by the Board of Directors of RTI.  He shall initially serve as
                President and Chief Executive Officer of RTI.  Gorder shall
                devote his full time, knowledge, skill and efforts to the
                performance of his duties hereunder.  Gorder shall not engage
                in any other business activity unless approved by the Board of
                Directors of RTI.  Notwithstanding the foregoing, Gorder may
                passively invest his assets (other than in business entities
                which are in competition with RTI or Selas or any affiliate
                thereof) in such form or manner as will not require any
                material services on the part of Gorder in the operation of the
                affairs of such businesses in which such investments are made.

                .0.3.13   TERMINATION OF EMPLOYMENT.  The term of Gorder's
                employment hereunder shall be terminated upon the occurrence of
                any of the events described below.  In case of such
                termination, the date upon which Gorder ceases to be employed
                under this Agreement, after giving effect to any prior notice
                requirement set forth below, is hereinafter referred to as the
                "Termination Date."

                     .0.3.13.1 DEATH OR DISABILITY.  This Agreement shall
                     terminate upon the death or "Disability" (as defined
                     below) of Gorder.  If termination occurs for either such
                     reason, Gorder (or his heirs, beneficiaries or estate)
                     shall receive when due (i) all amounts payable under the
                     provisions of Paragraph 2(a) hereof which have accrued
                     through the Termination Date, and (ii) all bonus payments
                     and benefits as are due in accordance with the terms of
                     the benefit and bonus plans of RTI in effect on the date
                     of his death or "Disability" referred to in Paragraph 2(b)
                     and 2(c) hereof, and RTI shall have no further obligations
                     hereunder to Gorder or to his heirs, beneficiaries or
                     estate.  As used herein, the terms "Disability" and
                     "Disabled" shall mean Gorder's inability, as a result of
                     physical or mental incapacity, to perform substantially
                     his duties with RTI for a period of six (6) consecutive
                     months.  If there is any dispute as to whether Gorder is
                     or was Disabled, such dispute shall be resolved by a
                     licensed physician mutually agreeable to Gorder and RTI,
                     or, if Gorder and RTI are unable to agree upon a physician
                     within ten (10) days after notice from either to the other
                     suggesting a physician, then a physician shall be
                     designated by the then president of medical society for
                     the county in which Gorder maintains his principal
                     residence, upon request of either party.  The cost of any
                     such medical examination shall be borne by RTI.

                     .0.3.13.2 CAUSE.  RTI may, without liability, forthwith
                     terminate Gorder's employment hereunder for "Cause" (as
                     defined below) at any time, and thereafter the obligations
                     of RTI hereunder shall cease and terminate except for (i)
                     all amounts payable under the provisions of Paragraph 2(a)
                     hereof which are accrued through the Termination Date and
                     (ii) all bonus payments and benefits as are due in
                     accordance with the terms of the benefit and bonus plans
                     of RTI in effect on the Termination Date referred to in
                     Paragraphs 2(b) and 2(c) hereof.  For purposes of this
                     Agreement, the term "Cause" shall mean (i) Gorder's
                     continued failure to perform substantially his duties with 
                     RTI (other than any such failure resulting from his
                     incapacity due to physical or mental illness), twenty (20)
                     days after a demand for substantial performance is
                     delivered to him by RTI which specifically identifies the
                     manner in which RTI believes he has not substantially
                     performed his duties, (ii) any willful act of misconduct
                     by Gorder which is materially injurious to RTI or Selas,
                     momentarily or otherwise, or (iii) a criminal conviction
                     of Gorder for any act involving dishonesty, breach of
                     trust or the commission of a felony.  For purposes of this
                     Subparagraph (b), no act, or failure to act, on Gorder's
                     part will be considered "willful" unless done (or omitted
                     to be done) by Gorder in bad faith and without reasonable
                     belief that his act or omission was in the best interests
                     of RTI.

                     .0.3.13.3 TERMINATION WITHOUT CAUSE.  RTI may terminate
                     this Agreement at any time without Cause.  If this
                     Agreement is terminated by RTI for any reason other than
                     for Cause or due to death or Disability of Gorder, then
                     Gorder shall receive from RTI a lump sum payment equal to
                     the present value (applying an 8% discount factor) of the
                     amounts Gorder would have received pursuant to Paragraph
                     2(a) hereof assuming Gorder's then current annual base
                     salary had continued to be paid, in equal monthly
                     installments, during the remaining unexpired term of this
                     Agreement.  Upon such payment by RTI, RTI shall have no
                     further obligations or liabilities hereunder.


                .0.3.14   NONCOMPETITION; CONFIDENTIAL INFORMATION.

                     .0.3.14.1 For a period (the "Relevant Period") commencing
                     on the date hereof and ending three years following the
                     date Gorder ceases, for any reason, to be employed by RTI,
                     except for the performance of his duties hereunder or as
                     expressly consented to in writing by RTI and Selas,
                     neither Gorder nor any Affiliate (as hereinafter defined)
                     shall, directly or indirectly: (i) engage, anywhere in the
                     Territory (as defined in subparagraph (c) below), in the
                     manufacture, assembly, design, distribution or marketing
                     of any product or equipment substantially similar to or in
                     competition with any product or equipment which at any
                     time during the period from the date hereof until the date
                     Gorder ceases, for any reason, to be employed by RTI is
                     manufactured, sold or distributed by RTI or any subsidiary
                     of RTI (which jointly and severally are hereinafter
                     referred to as the "Group") or any product or equipment
                     which the Group develops during such period for future
                     manufacture, sale or distribution; (ii) be or become a
                     stockholder, partner, owner, officer, director or employee
                     or agent of, or a consultant to or give financial or other
                     assistance to, any person or entity considering engaging
                     in any such activities or so engaged; (iii) seek in
                     competition with the business of the Group to procure
                     orders from or do business with any customer of the Group;
                     (iv) solicit or contact with a view to the engagement or
                     employment by any person or entity of any person who is an
                     employee of the Group; or (v) seek to contract with or
                     engage (in such a way as to adversely affect or interfere
                     with the business of the Group as carried on at any time
                     after the date hereof and on or prior to the date Gorder
                     ceases, for any reason, to be employed by RTI) any person
                     or entity who has been contracted with or engaged to
                     manufacture, assemble, supply or deliver products, goods,  
                     materials or services to the Group; provided, however,
                     that nothing herein shall prohibit Gorder and Affiliates
                     from owning, as passive investors, such investments as are
                     expressly permitted under Paragraph 3 hereof.  The
                     duration of Gorder's covenants set forth in this
                     subparagraph shall be extended by a period of time equal
                     to the number of days, if any, during which Gorder or any
                     Affiliate is in violation of the provisions hereof.


                     .0.3.14.2 From and after the date hereof, except in
                     connection with the performance of his duties hereunder,
                     neither Gorder nor any Affiliate shall, directly or
                     indirectly: (i) use or procure the use of any name
                     including the words Resistance Technology, Inc. or RTI or
                     any derivative or colorable imitation thereof; or (ii) use
                     in furtherance of any of their business affairs or
                     disclose to any third party any trade secret, customer
                     list, supplier list, financial data, pricing or marketing
                     policy or plan or any other proprietary or confidential
                     information relating to the Group or any of its products,
                     services, customers or suppliers, so long as the same is
                     not publicly known (other than by the act of Gorder or any
                     Affiliate).

                     .0.3.14.3 For the purposes of this Agreement, "Territory"
                     means the world, and "Affiliate" means: (i) any
                     corporation of which Gorder owns or otherwise possesses
                     the power to direct the vote, directly or indirectly, of
                     an amount of voting securities sufficient to elect a
                     majority of the board of directors of such corporation,
                     and (ii) any other person or entity controlled by Gorder. 
                     For the purposes of this definition of "Affiliate,"
                     "control" means the power to direct the management and
                     policies of a person or entity, directly or indirectly,
                     whether through the ownership of voting securities, by
                     contract or otherwise; provided that, any person or entity
                     of which Gorder owns beneficially or of record, either
                     directly or through one or more intermediaries, more than
                     20% of the ownership interests, shall be conclusively
                     presumed to be an "Affiliate."

                     .0.3.14.4 Gorder acknowledges that damages alone shall not
                     be an adequate remedy for any breach by Gorder or
                     Affiliates of Gorder's covenants contained in this
                     Paragraph 5 and accordingly expressly agrees that, in
                     addition to any other remedies which RTI may have, RTI
                     shall be entitled to injunctive relief in any court of
                     competent jurisdiction for any breach or threatened breach
                     of any such covenants by Gorder and/or Affiliates. 
                     Nothing contained herein shall prevent or delay RTI from
                     seeking, in any court of competent jurisdiction, specific
                     performance or other equitable remedies in the event of
                     any breach or intended breach by Gorder or Affiliates of
                     any of their obligations hereunder.

                     .0.3.14.5 Gorder acknowledges and agrees that (i) the
                     market for nearly all of the products manufactured by RTI
                     is worldwide, there being presently only one other company
                     which manufactures many of RTI's products, and (ii) the
                     covenants contained in this Agreement are fair and
                     reasonable in light of the consideration paid hereunder
                     and in order to protect Selas' investment in RTI, and the
                     invalidity or unenforceability of any particular
                     provision, or part of any provision, of this Paragraph 5   
                     shall not affect the other provisions or parts hereof. If
                     any provision of this Paragraph 5 is determined to be
                     invalid or unenforceable by a court of competent
                     jurisdiction by reason of the duration or geographical
                     scope of the covenants contained therein, such duration or
                     geographical scope, or both, shall be considered to be
                     reduced to a duration or geographical scope to the extent
                     necessary to cure such invalidity.

                .0.3.15   BENEFIT AND ASSIGNMENT.  This Agreement shall be
                binding upon and inure to the benefit of RTI, its successors
                and assigns, Gorder and his heirs and legal representatives. 
                This Agreement is not assignable by Gorder without the prior
                written consent of RTI.  This Agreement is assignable by RTI
                only (i) with the prior written consent of Gorder, or (ii) to
                any person, firm or corporation which becomes a successor in
                interest (by purchase of its assets or stock, or by merger or
                otherwise) to RTI's business.

                .0.3.16   NOTICES.  All notices required or permitted to be
                given under this Agreement shall be given in writing, and shall
                be sent by mail to the residence of Gorder then on file with
                RTI, and to the principal office of RTI.

                .0.3.17   CHOICE OF LAW.  The provisions of this Agreement
                shall be interpreted and construed in accordance with the laws
                of the State of Minnesota.

                .0.3.18   HEADINGS AND CAPTIONS.  The headings and captions of
                the paragraphs, sections and clauses of this Agreement are
                inserted for convenience of reference only and shall not
                constitute a part of this Agreement.


                .0.3.19   ENTIRE AGREEMENT.  This Agreement and the Patent and
                Secrecy Agreement dated January 26, 1984 between RTI and
                Gorder, taken together, contain the entire understanding
                between RTI and Gorder concerning the subject matter hereof;
                and the provisions applicable thereto cannot be amended,
                altered, enlarged, supplemented, abridged, modified, extended
                or waived except in a writing duly signed by the party to be
                charged.

                .0.3.20   SEVERABILITY.  The invalidity or unenforceability of
                any provisions of this Agreement or the application thereof to
                any person or circumstances shall not affect or impair the
                validity or enforceability of any other provision herein.  Any
                provision in this Agreement that might otherwise be invalid or
                unenforceable because of contravention of any applicable law,
                statute or governmental regulation shall be deemed to be
                amended to the extent necessary to remove the cause of such
                invalidation or unenforceability and such provision, as so
                amended, shall remain in full force and effect.

                .0.3.21   COUNTERPARTS.  This Agreement may be executed in two
                or more counterparts, each of which shall be deemed to be an
                original, but all of which shall constitute one and the same
                instrument.

                IN WITNESS WHEREOF,  RTI and Gorder have executed this
      Agreement effective the date and year first above written.


      RESISTANCE TECHNOLOGY, INC.
      By:/s/ Thomas Giguere              /s/ Mark S. Gorder          

         Its Vice President for          MARK S. GORDER
           Administration



                                                                   EXHIBIT 21


                             
                                  

                              SIGNIFICANT SUBSIDIARIES OF
                              SELAS CORPORATION OF AMERICA





                                               
                                            
      SUBSIDIARY                           PLACE OF INCORPORATION

      Deuer Manufacturing, Inc.                Ohio


      Resistance Technology GmbH               Germany
      Vertrieb von Elecktronikteilen


      Resistance Technology, Inc.              Minnesota


      Selas S.A.                               France


      Selas Italiana, S.A                      Italy


      Selas Waermetechnik, GmbH                Germany






                                                                    EXHIBIT 23






                       SELAS CORPORATION OF AMERICA

                                 EXHIBIT 23

                       CONSENT OF INDEPENDENT AUDITORS


                                                                      
   The Board of Directors 
      Selas Corporation of America:

      We consent to the incorporation by reference in the Registration
      Statement File No. 33-33712, on Form S-3, and the Registration Statement
      File No. 33-35802, on Form S-8, of Selas Corporation of America and
      subsidiaries of our report dated February 12, 1996 relating to the
      consolidated balance sheets of Selas Corporation of America and
      subsidiaries as of December 31, 1995 and 1994 and the related
      consolidated statements of operations, shareholders' equity, and cash
      flows and related financial statement schedules for each of the years in
      the three-year period ended December 31, 1995, which report appears in
      the December 31, 1995 annual report on Form 10-K of Selas Corporation of
      America.








      Philadelphia, Pennsylvania
      March 25, 1996




                                                                     EXHIBIT 24



                             POWER OF ATTORNEY



                KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby
      consent and appoint Stephen F. Ryan and Robert W. Ross, or either of
      them, his attorney to do any and all acts, including the execution of
      documents, which said attorneys, or either of them, may deem necessary or
      advisable to enable Selas Corporation of America (the "Company") to
      comply with the Securities Exchange Act of 1934, as amended, and the
      rules, regulations and requirements of the Securities and Exchange
      Commission, in connection with the filing under said Act of an annual
      report of the Company on Form 10-K for the year ended December 31, 1995,
      including the power and authority to sign in the name and on behalf of
      the undersigned, in any and all capacities in which the signature of the
      undersigned would be appropriate, such annual report and any and all
      amendments thereto and generally to do and perform all things necessary
      to be done in the premises as fully and effectually in all respects as
      the undersigned could do if personally present.

                IN WITNESS WHEREOF, the undersigned has hereunto set his hand
      and seal this 19th day of March, 1996.



                                      /s/ John H. Austin, Jr.   
                                          John H. Austin, Jr.

                                      /s/ Frederick L. Bissinger 
                                          Frederick L. Bissinger

                                      /s/ Roy C. Carriker        
                                          Roy C. Carriker
                
                                      /s/ Francis J. Dunleavy    
                                          Francis J. Dunleavy

                                      /s/ Mark S. Gorder         
                                          Mark S. Gorder

                                      /s/ Ralph R. Whitney, Jr.   
                                          Ralph R. Whitney, Jr.

 

5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FINANCIAL STATEMENTS OF SELAS CORPORATION OF AMERICA FOR THE TWELEVE MONTHS ENDED DECEMBER 31, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 12-MOS DEC-31-1995 DEC-31-1995 3,912,364 0 21,019,570 792,247 7,792,134 34,475,200 29,895,843 13,231,646 67,959,520 18,724,505 9,100,401 0 0 3,702,426 30,953,748 67,959,520 71,215,413 71,215,413 52,060,118 52,060,118 0 274,988 1,336,386 3,725,583 1,425,559 2,300,024 0 0 0 2,300,024 .66 .00