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                          SELAS CORPORATION OF AMERICA

                                1260 RED FOX ROAD

                          ARDEN HILLS, MINNESOTA 55112





                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS


         The 2004 Annual Meeting of Shareholders (the "Annual Meeting") of Selas
     Corporation of America (the "Corporation")  will be held on Tuesday,  April
     27, 2004 at the offices of the Company's subsidiary Resistance  Technology,
     Inc., 4400 McMenemy Road,  Vadnais  Heights,  MN 55127, at 1:00 PM, Central
     Time, for the following purposes:

         (1) to elect directors; and

         (2) to transact  such other  business as may  properly  come before the
             Annual Meeting.

         The Board of  Directors  has fixed the close of  business  on March 19,
     2004, as the record date for the determination of shareholders  entitled to
     notice  of and to  vote  at  the  Annual  Meeting  or  any  adjournment  or
     postponement  thereof.  If the Annual  Meeting is adjourned for one or more
     periods  aggregating  at least 15 days  because of the absence of a quorum,
     those  shareholders  entitled  to vote who  attend  the  reconvened  Annual
     Meeting,  if less than a quorum as determined  under  applicable law, shall
     nevertheless  constitute a quorum for the purpose of acting upon any matter
     set forth in this Notice of Annual Meeting.

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

                                              By Order of the Board of Directors

                                              /s/ Michael J. McKenna

                                              Michael J. McKenna
                                              Chairman of the Board
     March 26, 2004
     Arden Hills, Minnesota








                          SELAS CORPORATION OF AMERICA
                                1260 RED FOX ROAD

                          ARDEN HILLS, MINNESOTA 55112


                                 PROXY STATEMENT

         The enclosed  proxy is solicited by the Board of Directors of the Selas
     Corporation  of  America  (the  "Corporation")  for use at the 2004  Annual
     Meeting of Shareholders (the "Annual Meeting") to be held on Tuesday, April
     27, 2004 at the offices of its subsidiary Resistance Technology, Inc., 4400
     McMenemy Road, Vadnais Heights, MN 55127, at 1:00 PM, central time, and any
     adjournment or postponement  thereof. This Proxy Statement and accompanying
     proxy card are first  being  mailed to  shareholders  on or about March 26,
     2004.

         The Board of  Directors  has fixed the close of  business  on March 19,
     2004, as the record date for determination of the shareholders  entitled to
     notice of and to vote at the Annual  Meeting.  As of March 19, 2004,  there
     were 5,129,214 common shares,  par value $1.00 per share ("Common  Share"),
     of the  Corporation  outstanding,  each of which is entitled to one vote on
     all matters to be presented at the Meeting.

         Proxies in the form enclosed, if properly executed and received in time
     for voting, and not revoked,  will be voted as directed on the proxies.  If
     no directions to the contrary are indicated, the persons named in the proxy
     will vote all of your Common  Shares "for" the election of the nominees for
     director.  With respect to any other matter that properly  comes before the
     meeting,  the proxy  holders will vote the proxies in their  discretion  in
     accordance  with their best  judgment.  Sending in a signed  proxy will not
     affect a  shareholder's  right to attend  the  Annual  Meeting  and vote in
     person since the proxy is revocable.  Any  shareholder  who submits a proxy
     may revoke it at any time  before the proxy is voted at the Annual  Meeting
     by  delivering  a later  dated  proxy or by  giving  written  notice to the
     Secretary of the  Corporation or attending the Annual Meeting in person and
     so requesting. Attendance at the Annual Meeting will not by itself revoke a
     previously granted proxy.

              The presence, in person or represented by proxy, of the holders of
     a majority of the  outstanding  Common Shares will  constitute a quorum for
     the  transaction  of  business  at the Annual  Meeting.  All Common  Shares
     present in person or represented by proxy  (including  "broker  non-votes")
     and entitled to vote at the Annual Meeting, no matter how they are voted or
     whether  they  abstain  from  voting,  will be counted in  determining  the
     presence of a quorum.  If the Annual  Meeting is  adjourned  because of the
     absence of a quorum,  those  shareholders  entitled  to vote who attend the
     adjourned  Annual  Meeting,  although  constituting  less  than a quorum as
     provided herein, shall nevertheless  constitute a quorum for the purpose of
     electing  directors.  If the Annual  Meeting is  adjourned  for one or more
     periods  aggregating  at least 15 days  because of the absence of a quorum,
     those  shareholders  entitled  to vote who  attend  the  reconvened  Annual
     Meeting,  if less than a quorum as determined  under  applicable law, shall
     nevertheless  constitute a quorum for the purpose of acting upon any matter
     set forth in the Notice of Annual Meeting.



                                       1




              Each Common  Share is entitled to one vote on each matter that may
     be brought  before the Annual  Meeting.  The election of directors  will be
     determined by a plurality  vote and the two nominees  receiving the highest
     number of "for" votes will be elected.  Approval of any other proposal will
     require the  affirmative  vote of a majority of the shares entitled to vote
     and  present  in person or  represented  by proxy.  Under the  Pennsylvania
     Business  Corporation Law, an abstention,  withholding of authority to vote
     or broker  non-vote,  will not have the same legal  effect as an  "against"
     vote and will not be  counted  in  determining  whether  the  proposal  has
     received the required shareholder vote.

         The cost of this  solicitation  will be borne  by the  Corporation.  In
     addition to solicitation by mail,  proxies may be solicited in person or by
     telephone, telegraph or teletype by officers, directors or employees of the
     Corporation, without additional compensation. Upon request, the Corporation
     will  pay  the  reasonable  expenses  incurred  by  record  holders  of the
     Corporation's  Common  Shares  who are  brokers,  dealers,  banks or voting
     trustees,  or their  nominees,  for mailing proxy  materials and the annual
     report to shareholders to the beneficial  owners of the shares they hold of
     record.

                                       2




                              ELECTION OF DIRECTORS

         The Board of Directors  currently consists of five members divided into
     three classes.

         The Board of Directors, based upon the recommendation of the Nominating
     Committee,  has  nominated  Michael J. McKenna as Chairman of the Board and
     Director and Mark S. Gorder for  re-election at the Annual Meeting to serve
     until the 2007 annual meeting of  shareholders  and until their  respective
     successors  have been duly elected and qualified.  The nominees are current
     directors of the Corporation and have been previously elected as a director
     by the  Corporation's  shareholders.  Both Messrs.  McKenna and Gorder have
     indicated their willingness to continue serving as directors.  The Board of
     Directors  knows of no reason why the nominees  would be unable to serve as
     directors.  If either of the  nominees  should  for any reason be unable to
     serve,  then the proxies will be voted for the election of such  substitute
     nominee  as the  Board of  Directors  may  designate,  unless  the Board of
     Directors reduces the number of directors on the board.

         Assuming a quorum is present,  the two nominees  receiving  the highest
     number of "for" votes will be elected.  For such  purposes,  an abstention,
     the withholding of authority to vote or broker non-vote will not be counted
     in determining  whether the proposal has received the required  shareholder
     vote.

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





                                                                                      DIRECTOR       TERM
                                 NAME, AGE AND OCCUPATION                               SINCE       EXPIRES
                                 ------------------------                               -----       -------

                                                                                                
     Frederick  L.  Bissinger  (93)  retired  Vice  Chairman  of  Allied   Chemical     1974          2006
       Corporation (now Honeywell Inc.) a chemical and manufacturing company.

     Nicholas A. Giordano  (61),  business  consultant and investor since 1997. Mr.     2000          2006
       Giordano was Interim President of LaSalle  University from July 1998 to June
       1999.  From 1981 to 1997,  Mr.  Giordano was President  and Chief  Executive
       Officer  of the  Philadelphia  Stock  Exchange.  Mr.  Giordano  serves  as a
       trustee of W.T. Trust and Kalmar Pooled Investment Trust,  mutual funds, and
       as a Director of Independence Blue Cross of Philadelphia.

     Robert N. Masucci (66),  Chairman of the Board of Montgomery Capital Advisors,     2002          2005
       Inc.,  an  investment  advisory  company,  since 1990 and,  Chief  Executive
       Officer of Barclay  Brand  Ferndon,  Inc.,  a  distribution  company,  since
       1996.  Prior to 1990,  Mr.  Masucci  was Chief  Executive  Officer of Drexel
       Industries, Inc., a forklift manufacturer.




                                       3





                                                                                      DIRECTOR       TERM
                                 NAME, AGE AND OCCUPATION                               SINCE       EXPIRES
                                 ------------------------                               -----       -------

                                                                                                

     Mark S. Gorder (57),  President and Chief Executive Officer of the Corporation     1996          2004
       since April 2001;  President and Chief Operating  Officer of the Corporation
       from  December  2000 to April 2001;  and Vice  President of the  Corporation
       from  1996 to  December  2000.  Mr.  Gorder  has been  President  and  Chief
       Executive  Officer of  Resistance  Technology,  Inc.,  a  subsidiary  of the
       Corporation, since 1983.

     Michael  J.  McKenna  (69),   Chairman  of  the  Board  of  Directors  of  the     1998          2004
       Corporation  since April 2001.  In March 2001,  Mr.  McKenna  retired as the
       Vice  Chairman  and a  Director  of  Crown  Cork &  Seal  Company,  Inc.,  a
       manufacturing  company.  From 1995 to 1998,  Mr.  McKenna was the  President
       and Chief  Operating  Officer and,  prior to 1995,  was the  Executive  Vice
       President and President of the North American  Division of Crown Cork & Seal
       Company, Inc.


     Messrs. Giordano and Masucci are first cousins.

     BOARD AND COMMITTEE MATTERS

     INDEPENDENCE

         The Board of Directors has determined that the following directors,
     constituting a majority of the members of the Board, are independent as
     defined in the corporate governance rules of the American Stock Exchange:
     Messrs. Bissinger, Giordano, Masucci and McKenna.

     COMMUNICATION WITH THE BOARD

         Shareholders may communicate with the Board of Directors, including any
     individual  director,  by  sending  a letter to the  Selas  Corporation  of
     America Board of Directors,  c/o Corporate Secretary,  Selas Corporation of
     America,  1260 Red Fox Road,  Arden Hills,  Minnesota  55112. The Corporate
     Secretary has the authority to disregard any  inappropriate  communications
     or to take other appropriate actions with respect to any such inappropriate
     communications.  If  deemed an  appropriate  communication,  the  Corporate
     Secretary will submit your  correspondence  to the Chairman of the Board or
     to any specific director to whom the correspondence is directed.

     MEETINGS OF THE BOARD AND COMMITTEES

         The Corporation's  Board of Directors held five formal meetings and two
     telephonic  meetings in 2003. During 2003, all directors of the Corporation
     attended  at least 75% of the  total  number  of  meetings  of the Board of
     Directors of the Corporation and all committees of which they were members.


                                       4




     ATTENDANCE AT ANNUAL MEETING OF SHAREHOLDERS

         The Board of Directors  has adopted a policy that all of the  directors
     should attend the Annual Meeting of Shareholders, absent exceptional cause.
     Last  year,   all  of  the  directors   attended  the  Annual   Meeting  of
     Shareholders.

     DIRECTOR COMPENSATION

         In 2003,  Mr.  McKenna  received an annual  retainer  of  $133,800  for
     services  performed as Chairman of the Board.  The other directors who were
     not officers of the Corporation received an annual retainer of $24,000 plus
     $800 per Board or Committee  meeting  attended on a particular day and $400
     for each additional  Board or Committee  meeting  attended on the same day.
     Mr.  Giordano  receives an additional  $200 per meeting for his services as
     Chairman of the Audit Committee.  Total fees earned were $30,400,  $29,600,
     and $28,800 by Messrs. Bissinger, Giordano and Masucci, respectively. Under
     the Corporation's  Non-Employee  Directors Stock Option Plan, directors who
     are not employees of the Corporation or any of its subsidiaries  receive an
     automatic one-time grant of an option to acquire 5,000 Common Shares of the
     Corporation  upon their  initial  election or  appointment  to the Board of
     Directors and are also eligible to receive  discretionary  grants. In 2003,
     there were no options granted under that plan.

     COMMITTEES OF THE BOARD

         The Board of  Directors of the  Corporation  has  established  an Audit
     Committee,   a  Compensation  Committee  and  a  Nominating  and  Corporate
     Governance Committee.

     AUDIT COMMITTEE

         The Board of  Directors  of the  Corporation  has  appointed a standing
     Audit Committee  consisting of Messrs.  Giordano  (Chairman),  Masucci, and
     McKenna.  The Board of  Directors  has  determined  that each member of the
     Audit  Committee is  independent,  as defined in applicable  American Stock
     Exchange corporate governance rules and SEC regulations.  In addition,  the
     Board of  Directors  has  determined  that Mr.  Giordano,  Audit  Committee
     Chairman,  qualifies as an audit committee  financial expert, as defined in
     applicable  SEC rules.  The Audit held four  formal  meetings  in 2003.  In
     addition,  the Audit  Committee or its Chairman  held  informal  telephonic
     meetings with the  Corporation's  management  and  independent  auditors to
     review and  approve  the  Corporation's  quarterly  consolidated  financial
     statements.

         The Audit  Committee is governed by a written  charter  approved by the
     Board of  Directors,  a copy of  which  can be  found  in  Appendix  A. The
     principal duties of the Audit Committee are to monitor the integrity of the
     financial statements of the Corporation,  the compliance by the Corporation
     with legal and regulatory requirements and the independence and performance
     of the  Corporation's  independent  auditors.  In addition,  the  Committee
     selects  the firm to be engaged  as the  Corporation's  independent  public
     accountants,   and  approves  the  engagement  of  the  independent  public
     accountants for all non-audit activities permitted under the Sarbanes-Oxley
     Act of 2002. The report of the Audit Committee appears on page 16.

     COMPENSATION COMMITTEE

         The Board of  Directors  of The  Corporation  has  appointed a standing
     Compensation  Committee currently consisting of Messrs. McKenna (Chairman),
     Giordano,   Masucci,   and   Bissinger.   The  Board   of   Directors   has


                                       5


     determined that each member of the  Compensation  Committee is independent,
     as defined in  applicable  American  Stock  Exchange  corporate  governance
     rules. The Compensation  Committee reviews and makes recommendations to the
     Board of Directors concerning officer compensation and officer and employee
     bonus programs and  administers the  Corporation's  2001 Stock Option Plan,
     Amended and  Restated  1994 Stock  Option Plan and  Non-Employee  Directors
     Stock Option Plan.  This Committee met two times in 2003. The report of the
     Compensation Committee is set forth beginning on page 11.

     NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

         The Board of  Directors  of the  Corporation  has  appointed a standing
     Nominating  and  Corporate  Governance  Committee  currently  consisting of
     Messrs.  McKenna (Chairman),  Giordano, and Masucci. The Board of Directors
     has  determined  that  each  member  of  the   Compensation   Committee  is
     independent,  as defined in applicable  American Stock  Exchange  Corporate
     Governance  Rules. This Committee was formed in February 2004. In 2003, the
     entire Board of Directors acted as a nominating committee.

         The  Nominating  and  Corporate  Governance  Committee is governed by a
     written charter approved by the Board of Directors,  a copy of which can be
     found in Appendix B. The principal  duties of the  Nominating and Corporate
     Governance  Committee  are to  identify  individuals  qualified  to  become
     members  of  the  Board  consistent  with  the  criteria  approved  by  the
     Committee,  consider  nominees made by  shareholders in accordance with the
     Corporation's  bylaws,  select,  or  recommend  to the Board,  the director
     nominees for each annual shareholders meeting, develop and recommend to the
     Board  corporate  governance  principles and oversee the evaluations of the
     Board and senior management.

         CONSIDERATION  OF  DIRECTOR  CANDIDATES  RECOMMENDED  OR  NOMINATED  BY
     SHAREHOLDERS.  The  Nominating  and  Corporate  Governance  Committee  will
     consider  properly  submitted  shareholder   recommendations  for  director
     candidates.  A shareholder  who wishes to recommend a prospective  director
     nominee  should  send a signed  and  dated  letter to the  Chairman  of the
     Nominating and Corporate  Governance  Committee,  c/o Corporate  Secretary,
     Selas  Corporation of America,  1260 Red Fox Road,  Arden Hills,  Minnesota
     55112.  Under the  Corporation's  bylaws,  a  shareholder  who  desires  to
     nominate directors for election at the Corporation's  shareholders  meeting
     must comply with the procedures summarized below:

          o   shareholder  nominations  for directors to be elected,  which have
              not been  previously  approved  by the  Nominating  and  Corporate
              Governance Committee, must be submitted to the Corporate Secretary
              not later than the latest date by which shareholder proposals must
              be  submitted  to the  Corporation  for  inclusion  in  the  proxy
              statement pursuant to SEC Rule 14a-8;

          o   shareholder  nominations  must be in  writing  and sent  either by
              personal  delivery,  nationally  recognized  express  mail or U.S.
              mail, postage prepaid;

          o   each shareholder nomination must set forth the following:

                  o the   name   and  address  of  the  shareholder  making  the
                  nomination and the person(s) nominated;

                  o a representation that the shareholder is a holder of record,
                  and/or a beneficial  owner, of voting stock of the Corporation
                  entitled  to vote at the  meeting  and  intends  to  appear in
                  person or by proxy at the  meeting  to vote for the  person(s)
                  nominated;



                                       6


                  o a description of all arrangements and understandings between
                  the  shareholder  and each  nominee  and any other  person(s),
                  naming such  person(s),  pursuant to which the  nomination was
                  submitted by the shareholder;

                  o such other information  regarding the shareholder nominee as
                  would be required to be  included in a proxy  statement  filed
                  pursuant to the proxy  rules of the SEC had the  nominee  been
                  nominated  by  the   Nominating   and   Corporate   Governance
                  Committee, including the principal occupation of each nominee;
                  and

                  o  the  consent  of  each nominee to serve as a director if so
                  elected.

         The  Nominating  and  Corporate   Governance  Committee  has  the  sole
     authority  to  select,  or to  recommend  to the  Board of  Directors,  the
     nominees to be considered for election as a director. The officer presiding
     over  the  shareholders  meeting,  in  such  officer's  sole  and  absolute
     discretion,  may  reject any  nomination  not made in  accordance  with the
     foregoing procedures.

         The deadline  for  submitting  the letter  recommending  a  prospective
     director  nominee for the 2005 Annual Meeting of  Shareholders  is November
     26, 2004.

         The  Corporation's  bylaws  are  available,  at no cost,  at the  SEC's
     website,  www.sec.gov, as Exhibit 3.2 to the Corporation's Annual Report on
     Form  10-K  filed  with  the SEC in March  2004 or upon  the  shareholder's
     written  request  directed to the Corporate  Secretary at the address given
     above.

         DIRECTOR  QUALIFICATIONS.  Nominees  for  director  must be at least 21
     years  old.  Nominees  for  director  will  be  selected  on the  basis  of
     outstanding  achievement in their  careers;  broad  experience;  education;
     independence  under  applicable  American  Stock  Exchange  and SEC  rules;
     financial  expertise;  integrity;  financial  integrity;  ability  to  make
     independent,   analytical   inquiries;   understanding   of  the   business
     environment; and willingness to devote adequate time to Board and committee
     duties.  The proposed  nominee should have  sufficient time to devote their
     energy and attention to the diligent  performance of the director's duties,
     including  attendance  at Board and  committee  meetings  and review of the
     Corporation's  financial  statements  and  reports,  SEC  filings and other
     materials.  Finally,  the proposed  nominee  should be free of conflicts of
     interest  that could  prevent such nominee from acting in the best interest
     of shareholders.

         Additional  special  criteria  apply to directors  being  considered to
     serve on a particular  committee of the Board. For example,  members of the
     Audit Committee must meet additional standards of independence and have the
     ability to read and understand the Corporation's financial statements.

         IDENTIFYING  AND EVALUATING  NOMINEES FOR DIRECTOR.  The Nominating and
     Corporate  Governance  Committee assesses the appropriate size of the Board
     in  accordance  with the  limits  fixed by the  Corporation's  charter  and
     bylaws,  whether any vacancies on the Board are expected and what incumbent
     directors will stand for  re-election at the next meeting of  shareholders.
     If vacancies  are  anticipated,  or otherwise  arise,  the  Nominating  and
     Corporate  Governance Committee considers candidates for director suggested
     by members of the Nominating and Corporate  Governance  Committee and other
     Board members as well as management,  shareholders  and other parties.  The
     Nominating and Corporate  Governance  Committee also has the sole authority
     to retain a search  firm to  identify  and  evaluate  director  candidates.
     Except for incumbent directors standing for re-election as described below,
     there  are



                                       7


     no  differences  in the  manner  in  which  the  Nominating  and  Corporate
     Governance Committee evaluates nominees for director,  based on whether the
     nominee is recommended by a shareholder or any other party.

         In the case of an incumbent director whose term of office expires,  the
     Nominating  and  Corporate  Governance  Committee  reviews such  director's
     service to the Corporation during the past term, including, but not limited
     to, the number of Board and committee  meetings  attended,  as  applicable,
     quality of  participation  and whether the candidate  continues to meet the
     general  qualifications  for  a  director  outlined  above,  including  the
     director's independence, as well as any special qualifications required for
     membership on any committees on which such director  serves.  When a member
     of the  Nominating  and  Corporate  Governance  Committee  is an  incumbent
     director  eligible  to  stand  for  re-election,  such  director  will  not
     participate  in that portion of the  Nominating  and  Corporate  Governance
     Committee  meeting  at  which  such  director's  potential  nomination  for
     election  as a  director  is  discussed  by the  Nominating  and  Corporate
     Governance Committee.

         In the case of a new director  candidate,  the Nominating and Corporate
     Governance  Committee will evaluate whether the nominee is independent,  as
     independence is defined under applicable  American Stock Exchange corporate
     governance  rules,  and whether the nominee  meets the  qualifications  for
     director outlined above as well as any special qualifications applicable to
     membership  on any committee on which the nominee may be appointed to serve
     if  elected.  In  connection  with  such  evaluation,  the  Nominating  and
     Corporate  Governance  Committee  determines  whether the committee  should
     interview  the  nominee,  and if  warranted,  one or  more  members  of the
     Nominating  and Corporate  Governance  Committee  interviews the nominee in
     person or by telephone.

         Upon  completing  the  evaluation,  and the  interview in case of a new
     candidate,  the  Nominating  and  Corporate  Governance  Committee  makes a
     decision as to whether to nominate the director  candidate  for election at
     the shareholders meeting.







                                       8



                             ADDITIONAL INFORMATION

   SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND CERTAIN OFFICERS

         The  following  table sets forth  certain  information  as of March 19,
     2004,  concerning  beneficial ownership of the Common Shares by (i) persons
     or groups of persons shown by Securities and Exchange Commission records to
     own  beneficially  more than 5% of the Common  Shares  (ii)  directors  and
     nominees,  (iii) the executive  officers named in the Summary  Compensation
     Table  included  herein and (iv) all directors and executive  officers as a
     group.



                                                                                     NUMBER OF
                                                                                      SHARES
                                                                                    BENEFICIALLY         PERCENT
                                      NAME                                            OWNED(1)           OF CLASS
                                      ----                                            --------           --------
                                                                                                     
     The Trust Company of New Jersey (2)...................................            463,700             9.1%
     35 Journal Square
     Jersey City, NJ  07306
     Gabelli Asset Management Inc. (3).....................................            360,000             7.0%
     One Corporate Center
     Rye, NY 10580
     Estate of Siggi B. Wilzig (4).........................................            336,575             6.6%
     c/o Herrick, Feinstein LLP
     2 Penn Plaza
     Newark, NJ  07105
     Dimensional Fund Advisors, Inc  (5)...................................            303,800             5.9%
     1299 Ocean Avenue, 11th Floor
     Santa Monica, CA  90401
     U.S. Bancorp (6)......................................................            287,850             5.6%
     601 2nd Ave. South
     Minneapolis, MN  55402-4302

     Mark S. Gorder, Director, President and Chief Executive Officer(7)....            357,650             6.9%
     Michael J. McKenna, Chairman of the Board of Directors (8)............             49,200              *
     Nicholas A. Giordano, Director (9)....................................             39,200              *
     Robert N. Masucci, Director (10) .....................................             38,200              *
     Robert F. Gallagher, Vice President and Chief Financial Officer,......             33,200              *
     Secretary, and Treasurer (11)
     Frederick L. Bissinger, Director (12).................................             29,000              *
     Gerald H. Broecker, Vice President and Assistant Secretary(13)........             19,800              *
     All Directors and Executive Officers as a Group (7 persons) (14)......            566,250            10.7%



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

     Footnotes to the table are provided on the next page.



                                       9



     Footnotes for the Table of Beneficial Ownership of Common Shares

     (1) Unless otherwise indicated,  each person has sole voting and investment
         power with respect to all such  shares.  The  securities  "beneficially
         owned" by a person are determined in accordance  with the definition of
         "beneficial  ownership" set forth in the  regulations of the Securities
         and Exchange Commission and,  accordingly,  include securities owned by
         or for the spouse,  children or certain other  relatives of such person
         as well as other securities as to which the person has or shares voting
         or  investment  power or has the right to acquire  within 60 days after
         the March 19, 2004. The same shares may be  beneficially  owned by more
         than one person.  Beneficial  ownership may be disclaimed as to certain
         of the securities.
     (2) Based upon a Schedule 13D/A filed with the SEC on February 9, 2004. (3)
         Based upon a Schedule  13G/A filed with the SEC on February  11,  2004.
         (4) Based  upon a  Schedule  13D filed with the SEC on October 2, 2003.
         (5) Based upon a Schedule 13G/A filed with the SEC on February 6, 2004.
     (6) Includes  287,850 Common Shares owned by Mr. Gorder and held in a trust
         for  which  U.S.  Bank  National  Association  serves as agent and U.S.
         Bancorp Asset Management, Inc. serves as investment advisor. Based upon
         a  Schedule  13G/A  filed with the SEC on  January  30,  2004 that also
         includes U.S. Bancorp Asset Management, Inc. as the beneficial owner of
         the shares shown in the table.  According to the Schedule  13G/A,  U.S.
         Bancorp  is a  holding  company  which is the  parent  company  of U.S.
         Bancorp Asset Management, Inc., an investment advisor.
     (7) Includes 70,000 shares which Mr. Gorder has the right to acquire within
         60 days of March  19,  2004  through  the  exercise  of stock  options.
         Includes 287,850 shares,  which are owned by Mr. Gorder and are held in
         a trust account at U.S. Bancorp, as previously listed in the table. Mr.
         Gorder,  whose business  address is 1260 Red Fox Road,  Arden Hills, MN
         55112,  is also  President  and Chief  Executive  Officer of Resistance
         Technology, Inc., a wholly owned subsidiary of the corporation.
     (8) Includes  20,000  shares  which Mr.  McKenna  has the right to  acquire
         within 60 days of March 19, 2004 through the exercise of stock options.
     (9) Includes  15,000  shares  which Mr.  Giordano  has the right to acquire
         within 60 days of March 19, 2004 through the exercise of stock options.
     (10)Includes  15,000  shares  which Mr.  Masucci  has the right to  acquire
         within 60 days of March 19, 2004 through the exercise of stock options.
     (11)Includes  10,000  shares which Mr.  Gallagher  has the right to acquire
         within 60 days of March 19, 2004 through the exercise of stock options.
     (12)Includes  15,000  shares which Mr.  Bissinger  has the right to acquire
         within 60 days of March 19, 2004 through the exercise of stock options.
     (13)Includes  12,600  shares  which Mr.  Broecker  has the right to acquire
         within 60 days of March 19, 2004 through the exercise of stock options.
     (14)Includes 157,600 shares which directors and executive  offices have the
         right to acquire  within 60 days of March 19, 2004 through the exercise
         of stock options.




                                       10



                          COMPENSATION COMMITTEE REPORT

         The  Corporation's   compensation   program  for  officers,   which  is
     administered by the  Compensation  Committee of the Board of Directors,  is
     designed to align a significant  portion of officer  compensation  with the
     Corporation's business objectives and performance.

         The Corporation's officer compensation program consists of base salary,
     potential  annual  cash  incentive  compensation  and  long-term  incentive
     compensation in the form of stock options.  Officers are also covered under
     medical,  life  insurance,  and 401K savings plans  generally  available to
     employees of the Corporation or the business unit managed by the officer.

         Through the use of data on comparable  companies and its  evaluation of
     officers'  performance,   the  Compensation  Committee's  objective  is  to
     recommend  to the Board of  Directors  the setting of total base salary and
     potential incentive  compensation for Mr. Mark S. Gorder, the Corporation's
     Chief Executive  Officer,  and other officers at levels designed to achieve
     the  Corporation's  objectives of  attracting,  retaining,  motivating  and
     rewarding talented executives.  The Compensation  Committee's philosophy is
     that a significant portion of the total potential compensation of the Chief
     Executive  Officer and other  senior  executives  should be leveraged to be
     dependent  upon  the  degree  of the  Corporation's  or a  business  unit's
     financial success in a particular year.

         In  2003,  the  Compensation  Committee  recommended  to the  Board  of
     Directors  and the Board of Directors  approved an  incentive  compensation
     program for 2003 that applied  financial  performance  measures tailored to
     the nature of the particular business unit and the desired  contribution to
     the overall financial results of the Corporation.  In all cases,  incentive
     compensation  was  substantially  dependent on the achievement of financial
     performance  targets  relating  to a  particular  business  unit  or to the
     Corporation on a consolidated basis.  Because of the financial  performance
     of the Corporation  and its business units for 2003, no executive  officers
     received  a  bonus  for  the  year.  The  Chief  Executive  Officer's  base
     compensation  for 2003 was set at $275,000 as defined within his employment
     agreement  that took  effect  January 1, 2001.  The  "Summary  Compensation
     Table" shows a lower amount, however, due to the voluntary salary reduction
     that the Chief Executive Officer has taken in the last two years.

         The Corporation's  Amended and Restated 1994 Stock Option Plan and 2001
     Stock Option Plan are its  long-term  incentive  plans for officers and key
     employees.  These plans are designed to further  align the interests of the
     Corporation's  officers  and its  shareholders  by  creating a direct  link
     between long-term executive  compensation and long-term  shareholder value.
     Since all options  are  granted at fair market  value at the time of grant,
     there is no built-in profit and thus the value of the option is tied solely
     and directly to increases in value of the Common Shares.  Stock options are
     granted  to the  Corporation's  officers  from  time  to  time,  as  deemed
     appropriate  by the  Compensation  Committee,  based  on  various  factors,
     including  the  executive's  ability  to  contribute  to the  Corporation's
     long-term growth and profitability.




                                       11



          In 2003, the Corporation issued an option to purchase 50,000 shares to
     Mr. Gorder, the Chief Executive  Officer,  and an option to purchase 25,000
     shares to Mr. Gallagher,  the Chief Financial  Officer,  each of which will
     become  exercisable upon the earlier of the attainment of certain corporate
     goals or  seven  years  after  the date of  grant.  As noted in  "Executive
     Compensation - Stock Option  Tables," the options  granted to Mr. Gorder in
     2002 were  cancelled  because the  corporate  goals upon which such options
     would become exercisable were not met.


                                                THE COMPENSATION COMMITTEE
                                                Michael J. McKenna, Chairman
                                                Frederick L. Bissinger
                                                Robert N. Masucci
                                                Nicholas A. Giordano



















                                       12



     EXECUTIVE COMPENSATION

                           SUMMARY COMPENSATION TABLE

         The  following   table  sets  forth  certain   information   concerning
     compensation  paid or accrued by the Corporation and its  subsidiaries  for
     the years indicated to the  Corporation's  Chief Executive  Officer and its
     four most highly compensated  executive officers that made over $100,000 in
     annual  compensation  for fiscal year ended  December  31, 2003 (the "Named
     Officers").



                                                                          LONG TERM
                                                                     COMPENSATION AWARDS
                                             ANNUAL COMPENSATION     -------------------
          NAME AND PRINCIPAL                 -------------------    SECURITIES UNDERLYING        ALL OTHER
              POSITION(1)            YEAR   SALARY ($)  BONUS ($)        OPTIONS (#)        COMPENSATION ($)(2)
     -----------------------------   ----   ----------  ---------        -----------        -------------------


                                                                                    
     Mark S. Gorder.............     2003      265,539      -               50,000                 10,822
     President and Chief Executive   2002      268,127      -               50,000                  8,322
     Officer of the Corporation      2001      264,640      -               25,000                  5,687



     Robert F. Gallagher........     2003      166,266    10,000            25,000                  5,497
     Chief Financial Officer, Vice   2002       57,550      -               50,000                    176
     President, Treasurer, and       2001         -         -                 -                      -
     Secretary of the Corporation

     Gerald H. Broecker ........     2003      122,158      -                 -                     4,200
     Vice President and Assistant    2002      113,961      -                 -                     3,918
     Seretary of the Corporation     2001      117,860      -                 -                     4,227



     (1) For fiscal year ended December 31, 2003, the Corporation only had three
         executive officers that made over $100,000 in annual compensation.  Mr.
         Robert F. Gallagher,  who serves as the Chief Financial  Officer,  Vice
         President,  Secretary and Treasurer,  was hired on August 19, 2002. Mr.
         Gerald H. Broecker was appointed as Vice President of Administration on
         December 17, 2002.
     (2) Represents the  Corporation's  or a subsidiary's  contributions  to the
         Named  Officer's  account  under  retirement  plans and group term life
         insurance.  In 2003,  the  Corporation  made  contributions  of $8,500,
         $4,988,  $3,665 to the retirement plan accounts and $2,322,  $510, $535
         to the  group  term life  insurance  plans  for the  benefit  of Mssrs.
         Gorder, Gallagher, and Broecker, respectively.




                                       13



     STOCK OPTION TABLES

         The following tables set forth certain  information  about stock option
     grants by the  Corporation  to the Named  Officers  in fiscal  2003 and the
     number of options exercised in fiscal 2003 and the number, respectively, of
     unexercised  options and the value of unexercised  in-the-money  options at
     the 2003 fiscal year end held by Named Officers.

                             OPTIONS GRANTED IN 2003



                                                                                      POTENTIAL REALIZABLE VALUE
                              NUMBER OF    % OF TOTAL                                   AT ASSUMED ANNUAL RATES
                             SECURITIES      OPTIONS                                  OF STOCK PRICE APPRECIATION
                             UNDERLYING    GRANTED TO                                      FOR OPTION TERM (2)
                               OPTIONS      EMPLOYEES    EXERCISE PRICE    EXPIRATION ----------------------------
             NAME              GRANTED     IN 2003 (1)     PER SHARE         DATE           AT 5%          AT 10%
             ----              -------     -----------     ---------         ----           -----          ------

                                                                                        
     Mark S. Gorder              50,000       66.7%          $3.05         12/16/2013      $95,906        $243,046
     Robert F. Gallagher         25,000       33.3%          $3.05         12/16/2013       47,953         121,523



     -------------------------
     (1) During 2003 the Corporation granted options under the 2001 Stock Option
         Plan covering a total of 75,000 Common Shares.
     (2) These amounts represent  hypothetical  gains that could be achieved for
         the  respective  options if  exercised  at the end of the option  term.
         These gains are based on assumed rates of stock  appreciation of 5% and
         10%  compounded  annually  from the date the  respective  options  were
         granted to their  expiration  date. The rates of  appreciation  used in
         this table are  prescribed by regulation of the Securities and Exchange
         Commission and are not intended to forecast future  appreciation of the
         market value of the Common Shares.


                     AGGREGATED OPTION EXERCISES IN 2003 AND
                         DECEMBER 31, 2003 OPTION VALUES




                                                           NUMBER OF SHARES             VALUE OF UNEXERCISED
                               SHARES                   COVERED BY UNEXERCISED         IN-THE-MONEY OPTIONS AT
                              ACQUIRED               OPTIONS AT DECEMBER 31, 2003        DECEMBER 31, 2003(1)
                                 ON         VALUE    ----------------------------        ------------------
          NAME                EXERCISE    REALIZED    EXERCISABLE     UNEXERCISABLE   EXERCISABLE  UNEXERCISABLE
    -------------------       --------    --------    -----------     -------------   -----------  -------------
                                                                                          
    Mark S. Gorder               -            -        65,000            85,000         $18,150       $12,100
    Robert F. Gallagher          -            -        10,000            65,000          14,300        74,200
    Gerald H. Broecker           -            -        12,600             2,400           2,178         1,452



     -------------------------
      (1)Represents  the  difference  between the option  exercise price and the
         fair  market  value  of  the  Common   Shares  at  December  31,  2003.
         In-the-money  options  are  those  where the fair  market  value of the
         underlying  securities  exceeds the exercise  price of the option.  The
         closing price of the Common Shares on December 31, 2003,  was $3.73 per
         share.



                                       14



         Mr. Gorder was granted an option to purchase  50,000 shares in December
     2002 which became  exercisable upon the earlier of certain  corporate goals
     in 2003 or seven years after the date of grant. Because the Corporation did
     not meet the goals established for 2003, the Compensation Committee and Mr.
     Gorder  agreed to cancel  the 2002  options.  Under  SEC  regulations,  the
     cancellation  of the 2002  options and the  issuance of options in December
     2003 is  considered  a  "repricing"  and the  disclosure  of the  following
     information is required. Except as set forth below, the Corporation has not
     repriced  options  held  by any  executive  officer  during  the  last  ten
     completed fiscal years.



                                         Number of                                                       Length of
                                         Securities        Market Price     Exercise                  Original Option
                                         Underlying        of Stock at      Price at       New        Term Remaining
                                          Options           Time of         Time of     Exercise        at Date of
            Name             Date        Repriced (#)      Repricing       Repricing      Price         Repricing
     --------------        --------      ------------      ---------       ---------      -----         ---------
                                                                                        
     Mark S. Gorder        12/16/03        50,000             $3.05           $1.55        $3.05          9 years



     EMPLOYMENT AGREEMENT

         The Corporation  entered into an employment  agreement with Mr. Gorder,
     as President and Chief Executive Officer of the Corporation.  The agreement
     provides for Mr. Gorder to serve as President and Chief  Executive  officer
     of the  Corporation  until April 30, 2004.  Pursuant to the agreement,  Mr.
     Gorder was  compensated  at the annual rate of  $250,000  for the period of
     January 1,  through  April 30, 2001 and at the annual rate of $275,000  for
     the period of May 1, 2001 through  December 31, 2001. Mr.  Gorder's  annual
     compensation  after December 31, 2001 was to be established by the Board of
     Directors,  but is required  to be no less than  $275,000  thereafter.  The
     "Summary  Compensation  Table" shows a lower  amount,  however,  due to the
     voluntary  salary  reduction  that Mr.  Gorder  has taken in the last three
     years. If Mr. Gorder's employment is terminated for any reason,  other than
     for cause,  he will be entitled to the continued  payment of his salary and
     bonus until April 30, 2004,  or, at his election,  a lump sum payment equal
     to the present value of these payments.

     CHANGE-OF-CONTROL ARRANGEMENTS

         Under an agreement  with Mr. Gorder that will expire on April 30, 2004,
     the  Corporation  would be  required  to pay two years'  salary to him upon
     involuntary  termination (defined to include a reduction in salary,  change
     of location,  or adverse change in responsibilities,  or any termination of
     employment  other than for cause,  death,  or disability)  within two years
     following  a  change  in  control  or sale  of  substantial  assets  of the
     Corporation or Resistance  Technology,  Inc. and all of the options held by
     him would become exercisable immediately.

     COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

         The members of the  Compensation  Committee  during 2003 were:  Messrs.
     McKenna, Chairman, Bissinger, Giordano and Masucci. No person who served as
     a member of the Compensation  Committee during 2003 was a current or former
     officer or  employee of the  Corporation  or any  subsidiary  or engaged in
     certain  transactions  with  Corporation or any  subsidiary  required to be
     disclosed  by  regulations  of  the  SEC.   Additionally,   there  were  no
     compensation committee "interlocks" during 2003, which generally means that
     no executive  officer of the Corporation  served as a director or member of
     the  compensation  committee  of  another  entity,  which had an  executive
     officer  serving as a director or member of the  Compensation  Committee of
     the Corporation.


                                       15


                              CERTAIN TRANSACTIONS

     TRANSACTIONS WITH MR. GORDER

         Mr. Gorder is a general  partner  (with a one-third  interest) of Arden
     Partners I, L.L.P., a Minnesota  limited  liability  partnership  ("Arden")
     that  owns  and  leases  to  the   Corporation's   subsidiary,   Resistance
     Technology,  Inc.  ("RTI"),  property  under a lease  entered into October,
     1991, and amended and restated on November 1, 1996. The leased  property is
     one of RTI's two manufacturing  facilities.  In 2002, the lease was renewed
     with a term of October  31,  2011.  Under the lease,  RTI pays Arden a base
     monthly rent of approximately $27,500 until October 2003 and a base monthly
     rent of approximately  $30,667 thereafter.  In August 1997, the Corporation
     made a  personal  loan to Mr.  Gorder in the  amount of  $58,000.  The loan
     accrued  interest at the rate of 8.5% per annum.  The loan was paid in full
     in 2003.  Mr. Gorder is the President  and Chief  Executive  Officer of the
     Corporation, as well as a director.



                             AUDIT COMMITTEE REPORT

         The Audit Committee has prepared the following report on its activities
     with respect to the Corporation's audited consolidated financial statements
     for the year ended  December 31,  2003,  which is referred to herein as the
     Corporation's audited consolidated financial statements:

     o    The  Audit   Committee   has  reviewed  and   discussed   the  audited
          consolidated financial statements with management.

     o    The Audit  Committee  has discussed  with KPMG LLP, the  Corporation's
          independent  auditors,   the  matters  required  to  be  discussed  by
          Statements on Auditing  Standards No. 61, which  include,  among other
          items,   matters   related  to  the   conduct  of  the  audit  of  the
          Corporation's consolidated financial statements.

     o    The Audit  Committee  has  received  the written  disclosures  and the
          letter from KPMG LLP required by Independence Standards Board Standard
          No.  1, and has  discussed  with  KPMG LLP its  independence  from the
          Corporation.

     o    Based on the  review  and  discussions  referred  to above,  the Audit
          Committee has  recommended  to the Board of Directors that the audited
          consolidated  financial  statements  be included in the  Corporation's
          Annual Report on Form 10-K for the year ended  December 31, 2003,  for
          filing with the Securities and Exchange Commission.

                                            THE AUDIT COMMITTEE
                                            Nicholas A. Giordano, Chairman
                                            Michael J. McKenna
                                            Robert N. Masucci




                                       16



      ADDITIONAL INFORMATION REGARDING THE CORPORATION'S AUDITORS

         The  Corporation's  independent  auditors  for the  fiscal  year  ended
     December  31,  2003 was KPMG  LLP.  The  Audit  Committee  of the  Board of
     Directors has appointed KPMG LLP as the Corporation's  independent auditors
     for the fiscal year ending December 31, 2004.  Representatives  of KPMG LLP
     are  expected  to be  present  at the  Annual  Meeting  and  will  have the
     opportunity  to make a statement if they so desire and will be available to
     respond to appropriate questions.

     AUDIT FEES

         The  aggregate  fees  billed  by  KPMG  LLP for  professional  services
     rendered for the audit of the Corporation's annual financial statements for
     the fiscal  years ended  December  31, 2003 and  December  31, 2002 and the
     review of the financial statements included in the Corporation's Forms 10-Q
     for fiscal years 2003 and 2002 totaled $266,000 and $410,000, respectively.

     AUDIT-RELATED FEES

         The  aggregate  fees  billed  by KPMG  LLP for  assurance  and  related
     services that are  reasonably  related to the  performance  of the audit or
     review of the Corporation's financial statements for the fiscal years ended
     December 31, 2003 and  December 31, 2002 and that are not  disclosed in the
     paragraph   captioned  "Audit  Fees"  above,   were  $16,000  and  $14,500,
     respectively.  The services  performed by KPMG LLP in connection with these
     fees consisted  principally  of audits of employee  benefit plans and other
     attest services.

     TAX FEES

         The  aggregate  fees  billed  by  KPMG  LLP for  professional  services
     rendered  for tax  compliance,  tax advice and tax  planning for the fiscal
     years ended  December  31,  2003 and  December  31,  2002 were  $23,150 and
     $72,000,  respectively.  The services  performed by KPMG LLP in  connection
     with these fees consisted of tax planning and compliance.

     ALL OTHER FEES

         The Corporation made no other payments to its independent  auditor with
     respect to the relevant disclosure period.

     PRE-APPROVAL POLICY

          The  Audit  Committee  has  established   pre-approval   policies  and
     procedures  pursuant to which the Audit  Committee  approved the  foregoing
     audit and permissible non-audit services provided by KPMG LLP in 2003.

     AUDITOR INDEPENDENCE

          The Audit  Committee  has  considered  the nature of the  above-listed
     services  provided by KPMG LLP and  determined  that the  provision  of the
     services are compatible with maintaining its independence.






                                       17



                                PERFORMANCE GRAPH

         The following graph shows the cumulative total return for the last five
     years,  calculated  as of  December  31 of each such  year,  for the Common
     Shares,  the  Standard & Poor's 500 Index and the American  Stock  Exchange
     Market Value Index.  The graph assumes that the value of the  investment in
     each of the three was $100 at December 31, 1998 and that all dividends were
     reinvested.


                                  [LINE GRAPH]

                 1998   1999    2000    2001    2002    2003
                 Base
                 Year
SELAS            100     81      42      25      18      45
S&P 500          100    120     107      93      72      90
AMEX             100    127     130     123     120     170


     SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section  16(a) of the  Securities  Exchange  Act of 1934  requires  the
     Corporation's  executive  officers and  directors  and persons who own more
     than  ten  percent  of a  registered  class  of  the  Corporation's  equity
     securities  (collectively,  the  "reporting  persons")  to file  reports of
     ownership  and  changes  in  ownership  with the  Securities  and  Exchange
     Commission and to furnish the Corporation with copies of these reports.

         Based on the  Corporation's  review  of the  copies  of  these  reports
     received by it and written representations, if any, received from reporting
     persons  with  respect  to the  filing of  reports of Forms 3, 4 and 5, the
     Corporation  believes that all filings required to be made by the reporting
     persons for fiscal  2003 were made on a timely  basis,  with the  exception
     that Mr. Gorder was late in filing a report with respect to options granted
     in  December  2002 and 2003 and Mr.  Gallagher  was late in filing a report
     with respect to options granted in 2002 and 2003.


                                       18


     SHAREHOLDER PROPOSALS

         Under the Corporation's  bylaws,  shareholder proposals with respect to
     the  2005  Annual  Meeting  of  Shareholders,   including  nominations  for
     directors,  which  have  not  been  previously  approved  by the  Board  of
     Directors,  must be submitted to the Secretary of the  Corporation no later
     than  November 26,  2004.  Any such  proposals  must be in writing and sent
     either by personal delivery,  nationally  recognized express mail or United
     States mail, postage prepaid to Corporate  Secretary,  Selas Corporation of
     America,  1260 Red Fox Road, Arden Hills,  Minnesota 55112. Each nomination
     or proposal must include the information  required by the bylaws.  All late
     or  nonconforming  nominations and proposals may be rejected by the officer
     presiding  at the  meeting.  Please  refer  to  "Nominating  and  Corporate
     Governance  Committee" beginning on page 6 for additional  information with
     respect to the procedures with respect to the nomination of directors.

         Shareholder  proposals for the 2005 Annual Meeting of Shareholders must
     be  submitted  to  the   Corporation   by  November  26,  2004  to  receive
     consideration for inclusion in the Corporation's  Proxy Statement  relating
     to the 2005 annual  meeting of  shareholders.  Any such  proposal must also
     comply with SEC proxy rules,  including SEC Rule 14a-8,  and any applicable
     requirements set forth in the bylaws.

         In addition,  shareholders are notified that the deadline for providing
     the Corporation  timely notice of any shareholder  proposal to be submitted
     outside of the Rule 14a-8 process for  consideration  at the  Corporation's
     2005 Annual  Meeting of  Shareholders  is November 26, 2004. As to all such
     matters which the Corporation  does not have notice on or prior to November
     26,  2004,   discretionary  authority  shall  be  granted  to  the  persons
     designated in the Corporation's Proxy related to the 2005 annual meeting of
     shareholders to vote on such proposal.

     ANNUAL REPORT TO SHAREHOLDERS AND FORM 10-K

         A  copy  of the  annual  report  to  shareholders  of the  Corporation,
     including  consolidated  financial statements,  for 2003 is being delivered
     with the proxy  materials  and is not to be regarded as proxy  solicitation
     material.

         EACH SHAREHOLDER CAN OBTAIN A COPY OF THE  CORPORATION'S  ANNUAL REPORT
     ON FORM 10-K,  INCLUDING  FINANCIAL  STATEMENTS AND FINANCIAL SCHEDULES FOR
     THE YEAR ENDED  DECEMBER 31, 2003 AS FILED WITH THE SECURITIES AND EXCHANGE
     COMMISSION,  WITHOUT CHARGE EXCEPT FOR EXHIBITS TO THE REPORT, BY SENDING A
     WRITTEN REQUEST TO: SELAS CORPORATION OF AMERICA,  1260 RED FOX ROAD, ARDEN
     HILLS, MINNESOTA 55112, ATTN: MR. ROBERT F. GALLAGHER.




                                       19



     OTHER MATTERS

         The  Corporation  is not  presently  aware of any  matters  (other than
     procedural  matters) that will be brought  before the Meeting which are not
     reflected in the attached Notice of the Meeting. The enclosed proxy confers
     discretionary  authority  to  vote  with  respect  to  any  and  all of the
     following  matters that may come before the Meeting:  (i) matters which the
     Corporation did not receive notice by March 4, 2004 were to be presented at
     the  Meeting;   (ii)  approval  of  the  minutes  of  a  prior  meeting  of
     shareholders,  if such  approval  does not  amount to  ratification  of the
     action taken at the meeting; (iii) the election of any person to any office
     for which a bona fide  nominee  named in this Proxy  Statement is unable to
     serve or for good cause will not serve; (iv) any proposal omitted from this
     Proxy  Statement  and the form of proxy  pursuant  to Rules  14a-8 or 14a-9
     under the Securities  Exchange Act of 1934; and (v) matters incident to the
     conduct of the Meeting. In connection with such matters,  the persons named
     in the enclosed proxy will vote in accordance with their best judgment.


                                           Robert F. Gallagher
                                           Secretary, Treasurer,
                                           and Chief Financial Officer
















                                       20







                                   APPENDIX A
                          SELAS CORPORATION OF AMERICA
                             AUDIT COMMITTEE CHARTER

     PURPOSE

     The Audit  Committee  ("Committee")  is appointed by and generally  acts on
     behalf of the Board of Directors (the "Board").  The  Committee's  purposes
     shall be: (a) to assist the Board in its  oversight  of (i) the quality and
     integrity of the Company's  financial  statements,  financial reporting and
     disclosure controls and procedures,  including internal controls;  and (ii)
     the Company's  compliance  with legal and regulatory  requirements;  (b) to
     interact  directly  with and evaluate the  performance  of the  independent
     auditors,   including  to  determine  whether  to  engage  or  dismiss  the
     independent   auditors   and   to   monitor   the   independent   auditors'
     qualifications  and  independence;  and (c) to prepare  annually the report
     required by the rules of the Securities and Exchange Commission ("SEC") for
     inclusion  in the proxy  statement  for the  Company's  annual  meeting  of
     stockholders.

     The Committee's  responsibilities  are principally of an oversight  nature.
     Although the Committee has the  responsibilities set forth in this Charter,
     it is not the  responsibility of the Committee to plan or conduct audits or
     to determine that the Company's  financial  statements and  disclosures are
     accurate,  complete  and  stated  in  accordance  with  generally  accepted
     accounting principles ("GAAP") and other applicable rules and regulations.


     Management is responsible for the preparation,  presentation, and integrity
     of  the  Company's  financial  statements,   including  ensuring  that  the
     financial  statements are accurate,  complete and stated in accordance with
     GAAP and,  together with the other  financial  information  included in the
     Company's  public  disclosures,  fairly  present the  financial  condition,
     results of  operations  and cash flows of the Company.  Management  is also
     responsible  for the  Company's  financial  reporting  process,  accounting
     policies,   internal   accounting  controls  and  disclosure  controls  and
     procedures.  The  independent  auditors  are  responsible  for planning and
     conducting  an  audit  of  the  Company's  annual   financial   statements,
     expressing  an  opinion  as to the  conformity  of  such  annual  financial
     statements  with  GAAP and  reviewing  the  Company's  quarterly  financial
     statements.


      COMPOSITION

     The Committee shall consist of three or more  independent  directors of the
     Company  designated by the Committee on Directors and Corporate  Governance
     and approved by a majority of the whole Board of Directors by resolution or
     resolutions.  Any  director  who is a  present  or former  employee  of the
     Company may not serve on the Audit Committee.  The members of the Committee
     shall meet the independence requirements of the American Stock Exchange and
     SEC rules.

     In  addition,   the  Chairman  of  the   Committee   must  be   financially
     sophisticated  and  all  members  of the  Committee  shall  be  financially
     literate  at the time of  appointment.  Members  of the  Committee  are not
     required  to be engaged  in the  accounting  or  auditing  profession  and,
     consequently,  some  members may not be expert in  financial  matters or in
     matters involving accounting or auditing.  However, to the extent possible,
     at least one member of the Committee  shall,  in the judgment of the Board,
     be an "audit committee  financial  expert" in accordance with the rules and
     regulations of the SEC.


                                       A-1


     The members of the Committee  shall serve one-year  terms.  The Board shall
     designate one member of the Committee to serve as Chairperson.  The members
     of the  Committee  shall  serve  until their  resignation,  retirement,  or
     removal by the Board and until  their  successors  shall be  appointed.  No
     member of the  Committee  shall be removed  except by majority  vote of the
     independent directors of the full Board then in office.


     The  Committee  shall  have the  resources  and  authority  appropriate  to
     discharge   its   responsibilities,   including  the  authority  to  retain
     independent  legal counsel,  accounting or other  consultants or experts to
     advise the  Committee.  The  Committee may also utilize the services of the
     Company's regular legal counsel and other advisors to the Company.


      MEETINGS


     The Committee shall meet at quarterly,  or more frequently as circumstances
     dictate. The Committee will meet separately, periodically, with management,
     and with the independent auditors to discuss any matters that the Committee
     or each of  these  groups  believes  should  be  discussed  privately.  The
     Committee  may also  request  any officer or employee of the Company or the
     Company's  outside  counsel or independent  auditors to attend a meeting of
     the  Committee  or to meet  with any  members  of,  or  consultants  to the
     Committee.


     MEMBER COMPENSATION


     No Committee member shall accept,  directly or indirectly,  any consulting,
     advisory  or other  compensatory  fees  from the  Company,  except  for the
     member's  fees for services as a director and member of the  Committee  and
     any other committees of the Board.


     RESPONSIBILITIES AND DUTIES


     The Committee shall:

       1.            have  the  sole  authority  and   responsibility   for  the
                     appointment  and  termination of the Company's  independent
                     auditors.  The  Committee  also  shall be  responsible  for
                     setting  the  compensation  and  retention  terms for,  and
                     overseeing   and  evaluating   the   performance   of,  the
                     independent  auditors  with  respect  to  audit,  review or
                     attestation services. The independent auditors shall report
                     directly to the Committee.

       2.            have  sole  authority  and  responsibility  to  approve  in
                     advance the retention of the  independent  auditors for the
                     performance of all audit and lawfully  permitted  non-audit
                     services and the fees for such  services.  Pre-approval  of
                     non-audit services will be required

       3.            ensure that the  Committee  receives  from the  independent
                     auditors  the written  disclosures  and letter  required by
                     Independence  Standards  Board  Standard 1 delineating  all
                     relationships  between  the  independent  auditors  and the
                     Company;  the Committee  shall discuss with the independent
                     auditors  their   independence,   including  any  disclosed
                     relationships  or  services  that may impact the  auditors'
                     objectivity and independence.  If deemed appropriate by the
                     Committee,  the Committee  may recommend  that the Board of
                     Directors  take  appropriate  action  in  response  to  the
                     independent  auditors'  report to  satisfy  itself of their
                     independence.  The  Committee  shall also  confirm with the
                     independent  auditors that the independent  auditors are in
                     compliance   with   the   partner   rotation




                                      A-2


                     requirements established by the SEC.

       4.            ensure that the Committee  annually  receives and reviews a
                     report  from  the  independent   auditors   describing  the
                     auditing firm's internal  quality-control  procedures,  any
                     material   issues  raised  by  the  most  recent   internal
                     quality-control  review, or peer review, of the firm, or by
                     any   inquiry   or   investigation   by   governmental   or
                     professional  authorities  or a private  sector  regulatory
                     board,  within  the  preceding  five  years,   relating  to
                     independent  audits  carried out by the firm, and any steps
                     taken to deal with any such issues.

       5.            review with the  independent  auditors and with  management
                     the  proposed  scope  of  the  annual  audit,   past  audit
                     experience, and other matters bearing upon the scope of the
                     audit.  The  discussion  will include a review of any audit
                     problems or difficulties, including any restrictions on the
                     scope of the independent  auditors' activities or on access
                     to requested  information,  any  significant  disagreements
                     with management and management's responses to such matters.
                     The Committee  shall be  responsible  for resolution of any
                     disagreements   between  the   independent   auditors   and
                     management regarding financial reporting.

       6.            review and  discuss  with  management  and the  independent
                     auditors  the annual  audited  financial  statements  to be
                     included  in the  Company's  annual  report  on  Form  10-K
                     including the  Company's  disclosures  under  "Management's
                     Discussion and Analysis of Financial  Condition and Results
                     of Operations."  This discussion should include (i) matters
                     required to be discussed by Statement on Auditing Standards
                     No. 61,  "Communications with Audit Committees," as then in
                     effect;   and  (ii)  major  issues   regarding   accounting
                     principles and financial statement presentations, including
                     critical  accounting  estimates and judgments,  significant
                     changes  in  the  Company's  selection  or  application  of
                     accounting principles,  and major issues as to the adequacy
                     of the Company's  internal controls and special audit steps
                     adopted in light of any material control deficiencies.

       7.            recommend  to the Board  based on the review  described  in
                     paragraphs 3 and 6 whether the audited financial statements
                     should be included in the  Company's  annual report on Form
                     10-K.

       8.            review and  discuss  with  management  and the  independent
                     auditors quarterly  financial  statements to be included in
                     the  Company's  10-Qs and the Company's  disclosures  under
                     "Management's   Discussion   and   Analysis  of   Financial
                     Condition and Results of Operations."

       9.            after reviewing the reports from the  independent  auditors
                     and the  independent  auditors'  work  throughout the audit
                     period,  conduct an annual  evaluation  of the  independent
                     auditors'  qualifications,  performance  and  independence.
                     This evaluation  shall include review and evaluation of the
                     lead audit partner. In making its evaluation, the Committee
                     shall take into  account the  opinions of  management.  The
                     Committee shall present its conclusions with respect to the
                     independent auditors to the full Board.

      10.            discuss with management and with the  independent  auditors
                     the Company's earnings press releases, as well as financial
                     information and earnings  guidance provided to analysts and
                     ratings agencies. The Committee's discussion in this regard
                     may be general in nature  (such as the type of  information
                     to be disclosed and the type of  presentation  to be made).
                     The  Committee  need not discuss in advance  each  earnings
                     release or each  instance  in which the Company may provide
                     earnings guidance.

      11.            discuss periodically with management the Company's policies
                     and   guidelines   regarding   risk   assessment  and  risk
                     management,  as well as the Company's  major financial risk
                     exposures  and steps  management  has taken to monitor  and
                     control such exposures.


                                      A-3


      12.            establish  and  maintain  procedures  for (i) the  receipt,
                     retention,  and  treatment  of  complaints  received by the
                     Company regarding accounting, internal accounting controls,
                     or auditing matters,  and (ii) the confidential,  anonymous
                     submission  by  Company  employees  of  concerns  regarding
                     questionable accounting or auditing matters.

      13.            discuss  periodically  with  management and the independent
                     auditors the adequacy of the Company's  disclosure controls
                     and procedures,  including applicable internal controls and
                     procedures for financial  reporting and changes in internal
                     controls  designed to address any significant  deficiencies
                     in the design or operation of internal controls or material
                     weaknesses  therein and any fraud  involving  management or
                     other  employees  that are  reported to the  Committee.  In
                     addition,  the  Committee  shall  review and  discuss  with
                     management  and the  independent  auditors  (i) the  annual
                     report of management affirming management's  responsibility
                     for  establishing  and maintaining  internal  controls over
                     financial  reporting and assessing the effectiveness of the
                     internal  control  structure over  financial  reporting and
                     (ii) the independent  auditors'  report on, and attestation
                     of,  management's report when those reports are required by
                     SEC rules.

      14.            confirm with  management on at least a biennial  basis that
                     the Company's Standards of BUSINESS CONDUCT AND ETHICS have
                     been  communicated  by the Company to all key  employees of
                     the Company and its subsidiaries  throughout the world with
                     a direction  that all such key employees  certify that they
                     have read,  understand  and are not aware of any violations
                     of the  Standards  of  BUSINESS  CONDUCT  AND  ETHICS.  The
                     Committee  shall  have  the  sole  responsibility  to grant
                     waivers of the Standards of Business  Conduct and Ethics to
                     the  Company's  directors,  executive  officers  and senior
                     financial officers.

      15.            establish   policies  for  the  hiring  by the  Company  of
                     employees or  former employees of the independent auditors.

      16.            establish  procedures  for  approval of all  related  party
                     transactions  between the Company and any executive officer
                     or director.

      17.            through the Committee's Chair, regularly report to the full
                     Board on the Committee's activities and actions.

      18.            provide  the  Company  and the Board with the report of the
                     Committee with respect to the audited financial  statements
                     for  inclusion in the Company's  annual proxy  statement as
                     required by SEC rules.
      19.
                     annually  evaluate  the  Committee's  own  performance  and
                     deliver a report to the Board  setting forth the results of
                     the evaluation.

      20.            review and reassess the adequacy of the  Committee  charter
                     on an annual  basis and submit any  recommended  changes to
                     the Board for consideration.

      21.            perform any other activities  consistent with this Charter,
                     the Company's bylaws and governing law, as the Committee or
                     the Board deems necessary or appropriate.




                                      A-4





                                   APPENDIX B
                          SELAS CORPORATION OF AMERICA
              NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER

         This  Nominating  and  Corporate   Governance  Committee  Charter  (the
     "Charter")  has been  adopted by the Board of  Directors  (the  "Board") of
     SELAS CORPORATION OF AMERICA (the "Company").

     PURPOSE

         The Board of Directors has  established  the  Nominating  and Corporate
     Governance  Committee  (the  "Committee")  of the  Board  to  (1)  identify
     individuals  qualified to become members of the Board,  consistent with the
     criteria  approved  by  the  Committee,   (2)  consider  nominees  made  by
     shareholders  in  accordance  with the  Company's  bylaws,  (3) select,  or
     recommend to the Board, the director nominees for each annual  shareholders
     meeting,  (4)  develop  and  recommend  to the  Board  a set  of  corporate
     governance  principles  applicable  to the  Company  and  (5)  oversee  the
     evaluations  of the Board and senior  management (in  conjunction  with the
     Compensation Committee).

     COMPOSITION

         The Committee  shall be comprised of two or more  members,  all of whom
     must qualify as independent directors  ("Independent  Directors") under the
     listing standards of the American Stock Exchange  ("AMEX"),  subject to any
     exceptions contained in such standards.

         The Committee  members shall be appointed by the Board. The Board shall
     appoint one member of the Committee as  chairperson.  If the Board fails to
     elect a chairperson,  the Committee  members shall elect a chairperson from
     their members.  The chairperson  shall be responsible for leadership of the
     Committee, including overseeing the agenda, presiding over the meetings and
     reporting to the Board.  If the Committee  chairperson  is not present at a
     meeting,  the  remaining  members of the  Committee may designate an acting
     chairperson.

         The  members  shall  serve  for a  term  of one  year  or  until  their
     successors  shall be appointed  and  qualified.  No member of the Committee
     shall be removed except by majority vote of the full Board. The Board shall
     have the  authority  to fill  vacancies  or add  additional  members to the
     Committee.

         A member  shall  promptly  notify  the  Committee  and the Board if the
     member  is no longer  an  Independent  Director  and such  member  shall be
     removed from the Committee unless the Board determines that an exception to
     the Independent Director requirement is available under the AMEX rules with
     respect to such member's continued membership on the Committee.

     MEETINGS AND PROCEDURES

         Consistent  with the Company's  articles of  incorporation,  bylaws and
     applicable state law, the following shall apply:

         o    The Committee shall fix its own rules of procedure, which shall be
              consistent with the Bylaws of the Company and this Charter.

         o    The Committee  shall meet at least annually and more frequently as
              circumstances require. Members may participate by telephone.



                                      B-1


         o    The  chairperson  of the Committee or a majority of the members of
              the Committee may call special meetings of the Committee.

         o    The  chairperson,  in  consultation  with  other  members  of  the
              Committee,  shall set the length of each meeting and the agenda of
              items to be  addressed  at each  meeting and shall  circulate  the
              agenda to each member of the Committee in advance of each meeting.

         o    A  majority  of  the members  of  the Committee shall constitute a
              quorum.

         o    The  Committee  may  request  that  any  directors,   officers  or
              employees  of the  Company,  or other  persons  whose  advice  and
              counsel  are sought by the  Committee,  attend any  meeting of the
              Committee  and/or  provide  such  pertinent   information  as  the
              Committee  requests,  except that no director of the Company shall
              participate  in  discussions or attend any portion of a meeting of
              the  Committee at which that  director's  nomination  or committee
              selection is being discussed.

         o    Following  each of its  meetings,  the  Committee  shall deliver a
              report on the meeting to the Board, including a description of all
              actions taken by the Committee at the meeting.

         o    The Committee  shall keep written  minutes of its meetings,  which
              minutes  shall be  maintained  by the  Company  with the books and
              records of the Company.  The  chairperson may designate an officer
              or employee of the Company to serve as secretary to the Committee.

     RESPONSIBILITIES AND DUTIES OF THE COMMITTEE

     The Committee shall have the following duties and responsibilities:

     Selection of Director Nominees and Committee Membership
     -------------------------------------------------------

         o    Establish  the  criteria for  selecting  new members of the Board,
              which  criteria  shall  include,  among  other  factors  that  the
              Committee  may deem  appropriate,  the  person's  experience  as a
              director,  current  and  past  employment,  and  knowledge  of the
              Company's business and industry.

         o    Interview prospective candidates,  and recommend to the Board, the
              director nominees for each annual shareholder meeting and nominees
              for any vacancies  arising  between  annual  shareholder  meetings
              (subject to any contractual or other rights granted by the Company
              to third parties to nominate directors).

         o    Recommend  to  the  Board   whether  to  increase  the  number  of
              directors, or, in the event of the death disability,  resignation,
              refusal to stand for reelection or removal of a director,  whether
              to decrease the number of directors.

         o    Review the  composition  of the Board and the  Committee  at least
              annually to ensure that the Board and the Committee  complies with
              all applicable laws, regulations, and listing requirements.

         o    Recommend to the  Board  the  directors  to be  appointed  to each
              committee of the Board.



                                      B-2


         o    Review the  skills,  characteristics,  and  qualifications  of the
              members of the board and all committees at least annually.

         o    Determine  director and committee  member/chair  compensation  for
              those directors who are not also salaried officers of the Company.

         o    Establish   policies   regarding  the  consideration  of  director
              candidates recommended by shareholders.

         o    Establish  procedures to be followed by shareholders in submitting
              recommendations for director candidates.

         o    Recommend to the Board a process for  shareholders  to communicate
              with the Board.

         o    Recommend  to the  Board a policy  with  respect  to Board  member
              attendance at annual meetings.

     Develop and Implement Policies Regarding Corporate Governance Matters
     ---------------------------------------------------------------------

         o    Recommend   to  the  Board   policies   to  enhance   the  Board's
              effectiveness,  including  with  respect  to the  distribution  of
              information  to Board  members,  the size and  composition  of the
              Board, and the frequency and structure of Board meetings.

         o    Develop  and  review  periodically,  and at  least  annually,  the
              corporate  governance  policies of the Company to ensure that they
              are  appropriate  for the Company and that policies of the Company
              comply with applicable  laws,  regulations and listing  standards,
              and recommend any changes to the Board.

         o    Periodically   (and  at  least  once  annually)  review  and  make
              recommendations with respect to the Company's code of ethics.

         o    Consider  any other  corporate  governance  issues that arise from
              time to time, and recommend appropriate actions to the Board.

     Evaluation of the Board and Management
     --------------------------------------

         o    Oversee  performance  evaluations  for the  Board as a whole,  the
              directors  and  senior   management  (in   conjunction   with  the
              Compensation Committee).

         o    Maintain an  orientation  program for new directors and continuing
              education programs for directors.

     Succession Planning and Other Matters
     -------------------------------------

         o    Review and  advise the Board of  Directors  on  executive  officer
              succession plans.

         o    Make  recommendations  to the  Board  with  respect  to  potential
              successors for key management positions.

         o    Review and evaluate the Committee's performance annually.



                                      B-3


         o    Review and  reassess  the  adequacy  of this  Charter on an annual
              basis and recommend to the Board any appropriate changes.

         o    Perform such other duties and  responsibilities as may be assigned
              to the Committee, from time to time, by the Board.

     SUBCOMMITTEES

         The Committee may, by resolution passed by a majority of the Committee,
     designate one or more subcommittees, each subcommittee to consist of one or
     more of the members of the  Committee.  The  Committee  may  delegate  such
     authority to a subcommittee as the Committee deems appropriate,  consistent
     with applicable law and AMEX listing standards.

     INVESTIGATIONS AND STUDIES; OUTSIDE ADVISORS

         The Committee may conduct or authorize  investigations  into or studies
     of matters within the scope of the Committee's duties and responsibilities,
     and  may  retain,  at  the  Company's  expense,   such  experts  and  other
     professionals  as it deems  necessary.  The  Committee  shall have the sole
     authority  to retain or  terminate  any search  firm to be used to identify
     director candidates,  including sole authority to approve the search firm's
     fees and other retention terms, such fees to be borne by the Company.




                                      B-4




                                  APPENDIX C
                                   PROXY CARD

PROXY CARD - SIDE 1

                          SELAS CORPORATION OF AMERICA
                          ARDEN HILLS, MINNESOTA 55112

           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned,  revoking all prior proxies, hereby appoints MARK S. GORDER and
ROBERT F.  GALLAGHER,  and either of them, will full power of  substitution,  as
proxies  and  hereby  authorizes  them to  represent  and to vote all the Common
Shares of Selas  Corporation  of America  held of record by the  undersigned  on
March 19, 2004, at the annual  meeting of  shareholders  to be held on April 27,
2004, or any postponement or adjournment thereof.

Both proxy agents present and acting in person or by their  substitutes  (or, if
only one is present and acting,  then that one) may  exercise  all of the powers
conferred by this proxy. DISCRETIONARY AUTHORITY IS CONFERRED BY THIS PROXY WITH
RESPECT TO CERTAIN MATTERS, AS DESCRIBED IN THE COMPANY'S PROXY STATEMENT.

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

                           (CONTINUED ON REVERSE SIDE)





PROXY CARD - SIDE 2


|X| Please mark your votes as in this example.

1.   ELECTION OF DIRECTORS. The nominees for election are Michael J. McKenna and
     Mark S. Gorder.

     Michael J. McKenna         [_] FOR NOMINEE     [_] WITHHOLD AUTHORITY

     Mark S. Gorder             [_] FOR NOMINEE     [_] WITHHOLD AUTHORITY

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


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

                              BY SIGNING  THIS  PROXY,  YOU  HEREBY  ACKNOWLEDGE
                              RECEIPT OF THE  COMPANY'S  2003  ANNUAL  REPORT TO
                              SHAREHOLDERS,  NOTICE OF THE COMPANY'S 2004 ANNUAL
                              MEETING OF  SHAREHOLDERS  AND THE COMPANY'S  PROXY
                              STATEMENT DATED MARCH 26, 2004.

                              ____________________________  Date ________ , 2004
                              Signature

                              ____________________________  Date ________ , 2004
                              Signature (if held jointly)

                              NOTE: Your signature should appear exactly as your
                              name  appears in the space to the left.  For joint
                              accounts,  any co-owner may sign.  When signing as
                              attorney, executor,  administrator,  or fiduciary,
                              please give your full title as such.