As filed with the Securities and Exchange Commission on November 19, 1996

                                        Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549


                                    FORM S-8


                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


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


          Pennsylvania                               23-1069060        
(state or other jurisdiction of              (IRS Employer Indentifi-
incorporation or organization)               cation Number)


                               2034 Limekiln Pike
                           Dresher, Pennsylvania 19025            
               (Address of Principal Executive Offices) (Zip Code)


                             1994 STOCK OPTION PLAN
                            (Full title of the plan)


                                 Robert W. Ross
                          Selas Corporation of America
                               2034 Limekiln Pike
                           Dresher, Pennsylvania 19025     
                     (Name and address of agent for service)

                                 (215) 646-6600             
                     (Telephone number, including area code,
                              of agent for service)

                                    Copy to:
                             Robert D. Denious, Esq.
                             Drinker Biddle & Reath
                              1345 Chestnut Street
                        Philadelphia, Pennsylvania  19107



______________________________________________________________________________
                         CALCULATION OF REGISTRATION FEE

                            Proposed         Proposed
Titles of     Amount        Maximum          Maximum
Securities    To Be         Offering         Aggregate        Amount of
To Be         Regis-        Price            Offering         Registration
Registered                  tered            Per Share **     Price ** Fee** 
Common Shares,
par value
$1.00 per
share        300,000
             Shares*    92,000 @ $ 8.04      $  739,680        $  224.15
                       208,000 @ $16.48       3,427,840         1,038.74

*    Pursuant to Rule  416(a), this Registration  Statement also registers  such
     indeterminate  number of additional shares as may become issuable under the
     Plan  in  connection   with  share  splits,  share  dividends   or  similar
     transactions.

**   Calculated pursuant to  Rule 457(h).  As  to shares subject  to outstanding
     but unexercised  options, the  price and  fee are  computed based  upon the
     price  at which such options may be exercised.  As to the remaining shares,
     the price and fee are computed based  upon $16.48 per share, the average of
     the  highest and lowest  selling prices of  the Company's Common  Shares on
     November 12, 1996,  as reported  by the American  Stock Exchange  Composite
     Transactions Tape.
________________________________________________________________________________
____________________________

          PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

          There are incorporated herein by reference the following documents:

          1.   The  Company's  Annual Report  on Form  10-K  for the  year ended
               December 31, 1995.

          2.   The  Company's Quarterly  Reports on  Form 10-Q for  the quarters
               ended March 31, 1996, June 30, 1996 and September 30, 1996. 

          3.   The description of the Company's Common Shares which is contained
               in Item  5 of its Quarterly  Report on Form 10-Q  for the quarter
               ended September 30, 1996 (which item was included for the purpose
               of  updating  the  description  of the  Company's  capital  stock
               contained in its registration statement on Form 10, as amended).

          All reports  subsequently filed  by the  Company  pursuant to  Section
13(a), 13(c), 14 and 15(d) of the Securities Exchange  Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have  been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this registration statements and to
be a part hereof from the date of filing of such documents.

Item 4.   Description of Securities

          Not applicable


Item 5.   Interests of Named Experts and Counsel

          Not applicable.


Item 6.   Indemnification of Directors and Officers.

          Section  2.09  of  the  Company's  By-Laws  requires  the  Company  to
indemnify any person who was  or is a party (other than a  party plaintiff suing
in his own behalf or in the right of the Company) or is threatened to be  made a
party  to any  threatened,  pending or  completed  action, suit  or  proceeding,
including actions  by or in the  right of the Company,  whether civil, criminal,
administrative or  investigative, by reason of  the fact that such  person is or
was a director or  officer of the Company, or is or was serving while a director
or officer of the Company at the request of the Company  as a director, officer,
employee,  agent,  fiduciary or  other  representative  of another  corporation,
partnership, joint venture,  trust, employee benefit  plan or other  enterprise,
against expenses (including attorney's fees), judgments, fines, excise taxes and
amounts paid  in settlement actually and  reasonably incurred by  such person in
connection with such action, suit or proceeding unless the act or failure to act
giving  rise to the claim for  indemnification is determined by  a court to have
constituted willful misconduct or recklessness.

          The By-Laws also  state that the indemnification  provided for therein
is not exclusive of any other rights persons seeking indemnification might have,
including under any  insurance arrangements.  The directors and  officers of the
Company are  covered by  insurance policies  indemnifying  them against  certain
liabilities which might be incurred by them in such capacities.


Item 7.   Exemption from Registration Claimed.

          Not applicable.  


Item 8.   Exhibits.

Exhibit 5      Opinion of Messrs. Drinker
               Biddle & Reath and Consent

Exhibit  23(a) Consent of KPMG Peat Marwick.
         23(b) The Consent of Drinker
               Biddle & Reath is included
               in Exhibit 5.

Exhibit  24    Powers of Attorney


Item 9.   Undertakings.

          The undersigned registrant hereby undertakes:

          (1)  To file, during  any period  in which offers  or sales are  being
made, a post-effective amendment to this registration statement;

               (i)   To include any  prospectus required by  section 10(a)(3) of
the Securities Act of 1933;

               (ii)   To reflect in the  prospectus any facts or  events arising
after the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in  the aggregate, represent
a fundamental change in the information set forth in the registration statement;
and

               (iii)   To include any  material information with  respect to the
plan of distribution not  previously disclosed in the registration  statement or
any material change to such information in the registration statement; provided,
however, that paragraph (i) and (ii) do not apply if the information required to
be included in  a post-effective amendment by  those paragraphs is  contained in
periodic reports filed by the registrant pursuant to section 13 or section 15(d)
of the Exchange  Act that  are incorporated  by reference  in this  registration
statement.

          (2)  That,  for  the purpose  of determining  any liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the  initial bona
fide offering thereof.

          (3)  To  remove  from  registration   by  means  of  a  post-effective
amendment any  of the  securities being  registered which  remain unsold  at the
termination of the offering.

          (4)  For purposes  of determining  any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to section
13(a)  or section  15(d) of  the  Securities Exchange  Act of  1934 (and,  where
applicable, each filing of an employee benefit plan's  annual report pursuant to
section 15(d)  of the Securities Exchange  Act of 1934) that  is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered  therein, and the offering of  such
securities  at that time  shall be deemed  to be the initial  bona fide offering
thereof.

          (5)  Insofar  as indemnification  for  liabilities arising  under  the
Securities Act of 1933 may  be permitted to directors, officers  and controlling
persons  of the registrant pursuant  to the foregoing  provisions, or otherwise,
the registrant  has been  advised  that in  the opinion  of  the Securities  and
Exchange Commission such  indemnification is against public  policy as expressed
in  the Act and  is, therefore, unenforceable.   In  the event that  a claim for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by  a director, officer  or controlling
person  of  the registrant  in the  successful defense  of  any action,  suit or
proceeding)  is  asserted by  such director,  officer  or controlling  person in
connection  with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification by it is against public policy as expressed in the  Act and will
be governed by the final adjudication of such issue.

                                   SIGNATURES

          Pursuant  to the  requirements  of the  Securities  Act of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the undersigned  thereunto  duly
authorized, at Dayton, Ohio, on this 17th day of September, 1996.

                         SELAS CORPORATION OF AMERICA


                         By:/s/ Stephen F. Ryan  
         
                         Stephen F. Ryan,
                         President and Chief Executive Officer


          Pursuant  to  the requirements  of the  Securities  Act of  1933, this
registration  statement has been  signed below by  the following persons  in the
capacities and on the dates indicated.

                                             Date

/s/ Stephen F. Ryan                     September 17, 1996
Stephen F. Ryan, President,
Chief Executive Officer and Director

/s/ Robert W. Ross                      September 17, 1996
Robert W. Ross, Vice President, 
Treasurer and Chief Financial Officer
(principal financial and accounting
officer)

               *                   
John H. Austin, Jr., Director

               *                   
Frederick L. Bissinger, Director
               *                   
Roy C. Carriker, Director

               *                   
Francis J. Dunleavy, Director

               *                   
Mark S. Gorder, Director

               *                   
Ralph R. Whitney, Jr., Director

*By:/s/ Stephen F. Ryan                 September 17, 1996
     Stephen F. Ryan,
     Attorney-in-fact

                                  EXHIBIT INDEX


Exhibit
Number              Title

   5                Opinion of Drinker Biddle & Reath

  23(a)             Consent of KPMG Peat Marwick LLP

  23(b)             Consent of Drinker Biddle &  Reath (included in the  opinion
                    filed as Exhibit 5 hereto)

  24                Powers  of Attorney of:   John H. Austin,  Jr., Frederick L.
                    Bissinger,  Roy C.  Carriker, Francis  J. Dunleavy,  Mark S.
                    Gorder and Ralph R. Whitney, Jr.

                                                                       EXHIBIT 5





                                November 19, 1996




Selas Corporation of America
2034 Limekiln Pike
Dresher, PA 19025


Ladies and Gentlemen:

          We  have  acted  as  counsel  to Selas  Corporation  of  America  (the
"Company") in connection with the preparation and filing with the Securities and
Exchange Commission  of the Company's  Registration Statement on Form  S-8 under
the Securities  Act of 1933  (the "Registration Statement") relating  to 300,000
Common  Shares of  the  Company,  par value  $1.00  per  share (the  "Additional
Shares"), issuable upon the exercise of options granted under the Company's 1994
Stock Option Plan (the "Plan").

          In that capacity,  we have reviewed originals or  copies, certified or
otherwise  identified  to  our  satisfaction,  of  the  Company's  Articles   of
Incorporation and By-Laws, each as  amended through the date hereof, resolutions
of its  Board of  Directors, the  Plan and  such other  documents and  corporate
records relating  to the Company and the issuance of the Additional Shares as we
have deemed appropriate for purposes of this opinion.
          The opinions expressed herein are based exclusively on the laws of the
Commonwealth of Pennsylvania and the  federal law of the United States.   In all
cases  we  have  assumed the  genuineness  of  signatures,  the authenticity  of
documents submitted to  us as copies  and the accuracy  and completeness of  all
corporate records and other information made available to us by the Company.

          Based upon the  foregoing, we are  of the opinion that  the Additional
Shares have  been duly and validly  authorized for issuance and,  when issued in
accordance with  the Plan and the  terms of options granted  thereunder, will be
fully paid and non-assessable by the Company.

          We hereby  consent to  the use of  this opinion as  an exhibit  to the
Registration Statement.   This  consent pertains solely  to the  filing of  this
opinion and does  not constitute a consent under Section 7 of the Securities Act
of 1933, as  amended, as  we have  not certified  any part  of the  Registration
Statement  and do  not otherwise  come within  the categories  of persons  whose
consent is required  under said Section 7  or the rules  and regulations of  the
Securities and Exchange Commission.



                              Very truly yours,


                               /s/ Drinker Biddle & Reath
                              DRINKER BIDDLE & REATH




                                                                   EXHIBIT 23(A)



                         CONSENT OF INDEPENDENT AUDITORS



To the Board of Directors
Selas Corporation of America:


          We  consent to  the incorporation  by reference  in  this Registration
Statement  on Form  S-8 of  Selas Corporation  of America  of our  reports dated
February  12,  1996  relating  to  the  consolidated  balance  sheets  of  Selas
Corporation of America  and subsidiaries as  of December 31,  1995 and 1994  and
related consolidated  statements of  operations, shareholders' equity,  and cash
flows  and related financial statement schedules for each of the years in the
three year  period ended  December  31, 1995,  which reports  appear  in or  are
incorporated by reference in the December 31, 1995 annual report on Form 10-K of
Selas Corporation of America.







KPMG Peat Marwick LLP



 /s/ KPMG Peat Marwick LLP   

Philadelphia, Pennsylvania
November 11, 1996


                                                                      EXHIBIT 24

                                POWER OF ATTORNEY


     KNOW ALL MEN  BY THESE PRESENTS that the undersigned does hereby constitute
and appoint Stephen F. Ryan and Robert W. Ross, and either of them, his attorney
to  do any  and  all acts,  including  and execution  of  documents, which  said
attorneys,  or any  of them,  may deem  necessary or  advisable to  enable Selas
Corporation of  America (the  "Company") to comply  with the  Securities Act  of
1933, as  amended, and the rules, regulations and requirements of the Securities
and Exchange Commission in  connection with the registration  under said Act  of
Common Shares  of the Company  to be offered  pursuant to the  1994 Stock Option
Plan, as  amended, including, in  each case, but  not limited  to the power  and
authority to sign in the name and on  behalf of the undersigned, in any and  all
capacities in  which the signature  of the undersigned  would be appropriate,  a
registration statement on Form S-8 and  any and all amendments, including  post-
effective  amendments,  thereto for  filing  with  the Securities  and  Exchange
Commission under the Securities Act of 1933 with respect to such securities, and
generally to do and perform  all things necessary to be done in  the premises as
fully and  effectually in all respects as the undersigned could do if personally
present.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
17th day of September, 1996.


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


                                POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS  that the undersigned does hereby constitute
and appoint Stephen F. Ryan and Robert W. Ross, and either of them, his attorney
to  do  any and  all  acts, including  and  execution of  documents,  which said
attorneys,  or any  of them,  may deem  necessary or  advisable to  enable Selas
Corporation  of America  (the "Company")  to comply  with the Securities  Act of
1933, as amended, and the rules,  regulations and requirements of the Securities
and Exchange Commission  in connection with the  registration under said Act  of
Common Shares of the  Company to be  offered pursuant to  the 1994 Stock  Option
Plan, as  amended, including,  in each case,  but not limited  to the  power and
authority to sign  in the name and on behalf of  the undersigned, in any and all
capacities in which  the signature  of the undersigned  would be appropriate,  a
registration statement on  Form S-8 and any and all  amendments, including post-
effective amendments,  thereto  for  filing  with the  Securities  and  Exchange
Commission under the Securities Act of 1933 with respect to such securities, and
generally to  do and perform all things necessary to  be done in the premises as
fully and effectually in all respects  as the undersigned could do if personally
present.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
17th day of September, 1996.


                         By:  /s/ Frederick L. Bissinger      
                              Frederick L. Bissinger


                                POWER OF ATTORNEY
     KNOW ALL MEN BY THESE PRESENTS that the undersigned  does hereby constitute
and appoint Stephen F. Ryan and Robert W. Ross, and either of them, his attorney
to do  any  and all  acts,  including and  execution  of documents,  which  said
attorneys,  or any  of them,  may deem  necessary or  advisable to  enable Selas
Corporation of  America (the  "Company") to  comply with  the Securities  Act of
1933, as amended, and the rules, regulations and  requirements of the Securities
and Exchange Commission  in connection with  the registration under said  Act of
Common  Shares of the  Company to be  offered pursuant to  the 1994 Stock Option
Plan,  as amended, including,  in each case,  but not  limited to the  power and
authority to sign in the  name and on behalf of the undersigned, in  any and all
capacities in which  the signature of  the undersigned  would be appropriate,  a
registration  statement on Form S-8 and  any and all amendments, including post-
effective  amendments,  thereto  for filing  with  the  Securities and  Exchange
Commission under the Securities Act of 1933 with respect to such securities, and
generally  to do and perform all things necessary  to be done in the premises as
fully and effectually in all respects as the undersigned could  do if personally
present.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
17th day of September, 1996.


                         By:  /s/ Roy C. Carriker            
                              Roy C. Carriker


                                POWER OF ATTORNEY


     KNOW  ALL MEN BY THESE PRESENTS that the undersigned does hereby constitute
and appoint Stephen F. Ryan and Robert W. Ross, and either of them, his attorney
to  do any  and  all acts,  including  and execution  of  documents, which  said
attorneys,  or any  of them,  may deem  necessary or  advisable to  enable Selas
Corporation of  America (the "Company")  to comply  with the  Securities Act  of
1933, as amended, and the rules, regulations and requirements of the Securities
and Exchange  Commission in connection with  the registration under  said Act of
Common Shares of  the Company to  be offered pursuant  to the 1994  Stock Option
Plan, as  amended, including,  in each case,  but not limited  to the  power and
authority to sign in the name and on  behalf of the undersigned, in any and  all
capacities in which  the signature of  the undersigned would  be appropriate,  a
registration statement on Form  S-8 and any and all  amendments, including post-
effective  amendments,  thereto for  filing  with  the  Securities and  Exchange
Commission under the Securities Act of 1933 with respect to such securities, and
generally to do and perform  all things necessary to be done in  the premises as
fully and  effectually in all respects as the undersigned could do if personally
present.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
17th day of September, 1996.


                         By:  /s/ Francis J. Dunleavy         
                              Francis J. Dunleavy


                                POWER OF ATTORNEY


     KNOW ALL MEN BY  THESE PRESENTS that the undersigned does hereby constitute
and appoint Stephen F. Ryan and Robert W. Ross, and either of them, his attorney
to  do  any and  all  acts, including  and  execution of  documents,  which said
attorneys,  or any  of them,  may deem  necessary or  advisable to  enable Selas
Corporation  of America  (the "Company")  to comply with  the Securities  Act of
1933, as amended,  and the rules, regulations and requirements of the Securities
and Exchange  Commission in connection with  the registration under said  Act of
Common  Shares of the Company  to be offered  pursuant to the  1994 Stock Option
Plan, as amended,  including, in  each case, but  not limited to  the power  and
authority to sign in the name and on  behalf of the undersigned, in any and  all
capacities in which  the signature  of the undersigned  would be appropriate,  a
registration statement on  Form S-8 and any and all  amendments, including post-
effective  amendments,  thereto for  filing  with  the  Securities and  Exchange
Commission under the Securities Act of 1933 with respect to such securities, and
generally  to do and perform all things necessary  to be done in the premises as
fully and  effectually in all respects as the undersigned could do if personally
present.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
17th day of September, 1996.


                         By:  /s/ Mark S. Gorder             
                              Mark S. Gorder


                                POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS that the undersigned  does hereby constitute
and appoint Stephen F. Ryan and Robert W. Ross, and either of them, his attorney
to  do  any and  all  acts, including  and  execution of  documents,  which said
attorneys,  or any  of them,  may deem  necessary or  advisable to  enable Selas
Corporation of  America (the  "Company") to  comply with  the Securities  Act of
1933, as amended, and the rules, regulations and  requirements of the Securities
and Exchange Commission  in connection with  the registration under said  Act of
Common Shares of  the Company to be  offered pursuant to  the 1994 Stock  Option
Plan, as  amended, including, in  each case,  but not limited  to the power  and
authority to sign  in the name and on behalf of  the undersigned, in any and all
capacities in which  the signature of  the undersigned  would be appropriate,  a
registration  statement on Form S-8 and  any and all amendments, including post-
effective  amendments,  thereto for  filing  with  the Securities  and  Exchange
Commission under the Securities Act of 1933 with respect to such securities, and
generally to do and perform  all things necessary to be done in  the premises as
fully and effectually in all respects  as the undersigned could do if personally
present.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
17th day of September, 1996.


                         By:  /s/ Ralph R. Whitney, Jr.       
                              Ralph R. Whitney, Jr.<PAGE>
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As filed with the Securities and Exchange Commission on November 19, 1996

                                        Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

          Pennsylvania                               23-1069060        
(state or other jurisdiction of              (IRS Employer Indentifi-
incorporation or organization)               cation Number)

                               2034 Limekiln Pike
                           Dresher, Pennsylvania 19025            
               (Address of Principal Executive Offices) (Zip Code)

                             1994 STOCK OPTION PLAN
                            (Full title of the plan)

                                 Robert W. Ross
                          Selas Corporation of America
                               2034 Limekiln Pike
                           Dresher, Pennsylvania 19025     
                     (Name and address of agent for service)

                                 (215) 646-6600             
                     (Telephone number, including area code,
                              of agent for service)

                                    Copy to:
                             Robert D. Denious, Esq.
                             Drinker Biddle & Reath
                              1345 Chestnut Street
                        Philadelphia, Pennsylvania  19107

______________________________________________________________________________
                         CALCULATION OF REGISTRATION FEE

                            Proposed         Proposed
Titles of     Amount        Maximum          Maximum
Securities    To Be         Offering         Aggregate        Amount of
To Be         Regis-        Price            Offering         Registration
Registered                  tered            Per Share **     Price ** Fee** 
Common Shares,
par value
$1.00 per
share        300,000
             Shares*    92,000 @ $ 8.04      $  739,680        $  224.15
                       208,000 @ $16.48       3,427,840         1,038.74

*    Pursuant to Rule  416(a), this Registration  Statement also registers  such
     indeterminate  number of additional shares as may become issuable under the
     Plan  in  connection   with  share  splits,  share  dividends   or  similar
     transactions.

**   Calculated pursuant to  Rule 457(h).  As  to shares subject  to outstanding
     but unexercised  options, the  price and  fee are  computed based  upon the
     price  at which such options may be exercised.  As to the remaining shares,
     the price and fee are computed based  upon $16.48 per share, the average of
     the  highest and lowest  selling prices of  the Company's Common  Shares on
     November 12, 1996,  as reported  by the American  Stock Exchange  Composite
     Transactions Tape.
________________________________________________________________________________
____________________________

          PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

          There are incorporated herein by reference the following documents:

          1.   The  Company's  Annual Report  on Form  10-K  for the  year ended
               December 31, 1995.

          2.   The  Company's Quarterly  Reports on  Form 10-Q for  the quarters
               ended March 31, 1996, June 30, 1996 and September 30, 1996. 

          3.   The description of the Company's Common Shares which is contained
               in Item  5 of its Quarterly  Report on Form 10-Q  for the quarter
               ended September 30, 1996 (which item was included for the purpose
               of  updating  the  description  of the  Company's  capital  stock
               contained in its registration statement on Form 10, as amended).

          All reports  subsequently filed  by the  Company  pursuant to  Section
13(a), 13(c), 14 and 15(d) of the Securities Exchange  Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have  been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this registration statements and to
be a part hereof from the date of filing of such documents.

Item 4.   Description of Securities

          Not applicable

Item 5.   Interests of Named Experts and Counsel

          Not applicable.

Item 6.   Indemnification of Directors and Officers.

          Section  2.09  of  the  Company's  By-Laws  requires  the  Company  to
indemnify any person who was  or is a party (other than a  party plaintiff suing
in his own behalf or in the right of the Company) or is threatened to be  made a
party  to any  threatened,  pending or  completed  action, suit  or  proceeding,
including actions  by or in the  right of the Company,  whether civil, criminal,
administrative or  investigative, by reason of  the fact that such  person is or
was a director or  officer of the Company, or is or was serving while a director
or officer of the Company at the request of the Company  as a director, officer,
employee,  agent,  fiduciary or  other  representative  of another  corporation,
partnership, joint venture,  trust, employee benefit  plan or other  enterprise,
against expenses (including attorney's fees), judgments, fines, excise taxes and
amounts paid  in settlement actually and  reasonably incurred by  such person in
connection with such action, suit or proceeding unless the act or failure to act
giving  rise to the claim for  indemnification is determined by  a court to have
constituted willful misconduct or recklessness.

          The By-Laws also  state that the indemnification  provided for therein
is not exclusive of any other rights persons seeking indemnification might have,
including under any  insurance arrangements.  The directors and  officers of the
Company are  covered by  insurance policies  indemnifying  them against  certain
liabilities which might be incurred by them in such capacities.

Item 7.   Exemption from Registration Claimed.

          Not applicable.  

Item 8.   Exhibits.

Exhibit 5      Opinion of Messrs. Drinker
               Biddle & Reath and Consent

Exhibit  23(a) Consent of KPMG Peat Marwick.
         23(b) The Consent of Drinker
               Biddle & Reath is included
               in Exhibit 5.

Exhibit  24    Powers of Attorney

Item 9.   Undertakings.

          The undersigned registrant hereby undertakes:

          (1)  To file, during  any period  in which offers  or sales are  being
made, a post-effective amendment to this registration statement;

               (i)   To include any  prospectus required by  section 10(a)(3) of
the Securities Act of 1933;

               (ii)   To reflect in the  prospectus any facts or  events arising
after the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in  the aggregate, represent
a fundamental change in the information set forth in the registration statement;
and

               (iii)   To include any  material information with  respect to the
plan of distribution not  previously disclosed in the registration  statement or
any material change to such information in the registration statement; provided,
however, that paragraph (i) and (ii) do not apply if the information required to
be included in  a post-effective amendment by  those paragraphs is  contained in
periodic reports filed by the registrant pursuant to section 13 or section 15(d)
of the Exchange  Act that  are incorporated  by reference  in this  registration
statement.

          (2)  That,  for  the purpose  of determining  any liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the  initial bona
fide offering thereof.

          (3)  To  remove  from  registration   by  means  of  a  post-effective
amendment any  of the  securities being  registered which  remain unsold  at the
termination of the offering.

          (4)  For purposes  of determining  any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to section
13(a)  or section  15(d) of  the  Securities Exchange  Act of  1934 (and,  where
applicable, each filing of an employee benefit plan's  annual report pursuant to
section 15(d)  of the Securities Exchange  Act of 1934) that  is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered  therein, and the offering of  such
securities  at that time  shall be deemed  to be the initial  bona fide offering
thereof.

          (5)  Insofar  as indemnification  for  liabilities arising  under  the
Securities Act of 1933 may  be permitted to directors, officers  and controlling
persons  of the registrant pursuant  to the foregoing  provisions, or otherwise,
the registrant  has been  advised  that in  the opinion  of  the Securities  and
Exchange Commission such  indemnification is against public  policy as expressed
in  the Act and  is, therefore, unenforceable.   In  the event that  a claim for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by  a director, officer  or controlling
person  of  the registrant  in the  successful defense  of  any action,  suit or
proceeding)  is  asserted by  such director,  officer  or controlling  person in
connection  with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification by it is against public policy as expressed in the  Act and will
be governed by the final adjudication of such issue.

                                   SIGNATURES

          Pursuant  to the  requirements  of the  Securities  Act of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the undersigned  thereunto  duly
authorized, at Dayton, Ohio, on this 17th day of September, 1996.

                         SELAS CORPORATION OF AMERICA

                         By:/s/ Stephen F. Ryan  
         
                         Stephen F. Ryan,
                         President and Chief Executive Officer

          Pursuant  to  the requirements  of the  Securities  Act of  1933, this
registration  statement has been  signed below by  the following persons  in the
capacities and on the dates indicated.

                                             Date

/s/ Stephen F. Ryan                     September 17, 1996
Stephen F. Ryan, President,
Chief Executive Officer and Director

/s/ Robert W. Ross                      September 17, 1996
Robert W. Ross, Vice President, 
Treasurer and Chief Financial Officer
(principal financial and accounting
officer)

               *                   
John H. Austin, Jr., Director

               *                   
Frederick L. Bissinger, Director
               *                   
Roy C. Carriker, Director

               *                   
Francis J. Dunleavy, Director

               *                   
Mark S. Gorder, Director

               *                   
Ralph R. Whitney, Jr., Director

*By:/s/ Stephen F. Ryan                 September 17, 1996
     Stephen F. Ryan,
     Attorney-in-fact

                                  EXHIBIT INDEX

Exhibit
Number              Title

   5                Opinion of Drinker Biddle & Reath

  23(a)             Consent of KPMG Peat Marwick LLP

  23(b)             Consent of Drinker Biddle &  Reath (included in the  opinion
                    filed as Exhibit 5 hereto)

  24                Powers  of Attorney of:   John H. Austin,  Jr., Frederick L.
                    Bissinger,  Roy C.  Carriker, Francis  J. Dunleavy,  Mark S.
                    Gorder and Ralph R. Whitney, Jr.

                                                                       EXHIBIT 5

                                November 19, 1996

Selas Corporation of America
2034 Limekiln Pike
Dresher, PA 19025

Ladies and Gentlemen:

          We  have  acted  as  counsel  to Selas  Corporation  of  America  (the
"Company") in connection with the preparation and filing with the Securities and
Exchange Commission  of the Company's  Registration Statement on Form  S-8 under
the Securities  Act of 1933  (the "Registration Statement") relating  to 300,000
Common  Shares of  the  Company,  par value  $1.00  per  share (the  "Additional
Shares"), issuable upon the exercise of options granted under the Company's 1994
Stock Option Plan (the "Plan").

          In that capacity,  we have reviewed originals or  copies, certified or
otherwise  identified  to  our  satisfaction,  of  the  Company's  Articles   of
Incorporation and By-Laws, each as  amended through the date hereof, resolutions
of its  Board of  Directors, the  Plan and  such other  documents and  corporate
records relating  to the Company and the issuance of the Additional Shares as we
have deemed appropriate for purposes of this opinion.
          The opinions expressed herein are based exclusively on the laws of the
Commonwealth of Pennsylvania and the  federal law of the United States.   In all
cases  we  have  assumed the  genuineness  of  signatures,  the authenticity  of
documents submitted to  us as copies  and the accuracy  and completeness of  all
corporate records and other information made available to us by the Company.

          Based upon the  foregoing, we are  of the opinion that  the Additional
Shares have  been duly and validly  authorized for issuance and,  when issued in
accordance with  the Plan and the  terms of options granted  thereunder, will be
fully paid and non-assessable by the Company.

          We hereby  consent to  the use of  this opinion as  an exhibit  to the
Registration Statement.   This  consent pertains solely  to the  filing of  this
opinion and does  not constitute a consent under Section 7 of the Securities Act
of 1933, as  amended, as  we have  not certified  any part  of the  Registration
Statement  and do  not otherwise  come within  the categories  of persons  whose
consent is required  under said Section 7  or the rules  and regulations of  the
Securities and Exchange Commission.

                              Very truly yours,

                               /s/ Drinker Biddle & Reath
                              DRINKER BIDDLE & REATH

                                                                   EXHIBIT 23(A)

                         CONSENT OF INDEPENDENT AUDITORS

To the Board of Directors
Selas Corporation of America:

          We  consent to  the incorporation  by reference  in  this Registration
Statement  on Form  S-8 of  Selas Corporation  of America  of our  reports dated
February  12,  1996  relating  to  the  consolidated  balance  sheets  of  Selas
Corporation of America  and subsidiaries as  of December 31,  1995 and 1994  and
related consolidated  statements of  operations, shareholders' equity,  and cash
flows  and related financial statement schedules for each of the years in the
three year  period ended  December  31, 1995,  which reports  appear  in or  are
incorporated by reference in the December 31, 1995 annual report on Form 10-K of
Selas Corporation of America.

KPMG Peat Marwick LLP

 /s/ KPMG Peat Marwick LLP   

Philadelphia, Pennsylvania
November 11, 1996

                                                                      EXHIBIT 24

                                POWER OF ATTORNEY

     KNOW ALL MEN  BY THESE PRESENTS that the undersigned does hereby constitute
and appoint Stephen F. Ryan and Robert W. Ross, and either of them, his attorney
to  do any  and  all acts,  including  and execution  of  documents, which  said
attorneys,  or any  of them,  may deem  necessary or  advisable to  enable Selas
Corporation of  America (the  "Company") to comply  with the  Securities Act  of
1933, as  amended, and the rules, regulations and requirements of the Securities
and Exchange Commission in  connection with the registration  under said Act  of
Common Shares  of the Company  to be offered  pursuant to the  1994 Stock Option
Plan, as  amended, including, in  each case, but  not limited  to the power  and
authority to sign in the name and on  behalf of the undersigned, in any and  all
capacities in  which the signature  of the undersigned  would be appropriate,  a
registration statement on Form S-8 and  any and all amendments, including  post-
effective  amendments,  thereto for  filing  with  the Securities  and  Exchange
Commission under the Securities Act of 1933 with respect to such securities, and
generally to do and perform  all things necessary to be done in  the premises as
fully and  effectually in all respects as the undersigned could do if personally
present.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
17th day of September, 1996.

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

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS  that the undersigned does hereby constitute
and appoint Stephen F. Ryan and Robert W. Ross, and either of them, his attorney
to  do  any and  all  acts, including  and  execution of  documents,  which said
attorneys,  or any  of them,  may deem  necessary or  advisable to  enable Selas
Corporation  of America  (the "Company")  to comply  with the Securities  Act of
1933, as amended, and the rules,  regulations and requirements of the Securities
and Exchange Commission  in connection with the  registration under said Act  of
Common Shares of the  Company to be  offered pursuant to  the 1994 Stock  Option
Plan, as  amended, including,  in each case,  but not limited  to the  power and
authority to sign  in the name and on behalf of  the undersigned, in any and all
capacities in which  the signature  of the undersigned  would be appropriate,  a
registration statement on  Form S-8 and any and all  amendments, including post-
effective amendments,  thereto  for  filing  with the  Securities  and  Exchange
Commission under the Securities Act of 1933 with respect to such securities, and
generally to  do and perform all things necessary to  be done in the premises as
fully and effectually in all respects  as the undersigned could do if personally
present.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
17th day of September, 1996.

                         By:  /s/ Frederick L. Bissinger      
                              Frederick L. Bissinger

                                POWER OF ATTORNEY
     KNOW ALL MEN BY THESE PRESENTS that the undersigned  does hereby constitute
and appoint Stephen F. Ryan and Robert W. Ross, and either of them, his attorney
to do  any  and all  acts,  including and  execution  of documents,  which  said
attorneys,  or any  of them,  may deem  necessary or  advisable to  enable Selas
Corporation of  America (the  "Company") to  comply with  the Securities  Act of
1933, as amended, and the rules, regulations and  requirements of the Securities
and Exchange Commission  in connection with  the registration under said  Act of
Common  Shares of the  Company to be  offered pursuant to  the 1994 Stock Option
Plan,  as amended, including,  in each case,  but not  limited to the  power and
authority to sign in the  name and on behalf of the undersigned, in  any and all
capacities in which  the signature of  the undersigned  would be appropriate,  a
registration  statement on Form S-8 and  any and all amendments, including post-
effective  amendments,  thereto  for filing  with  the  Securities and  Exchange
Commission under the Securities Act of 1933 with respect to such securities, and
generally  to do and perform all things necessary  to be done in the premises as
fully and effectually in all respects as the undersigned could  do if personally
present.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
17th day of September, 1996.

                         By:  /s/ Roy C. Carriker            
                              Roy C. Carriker

                                POWER OF ATTORNEY

     KNOW  ALL MEN BY THESE PRESENTS that the undersigned does hereby constitute
and appoint Stephen F. Ryan and Robert W. Ross, and either of them, his attorney
to  do any  and  all acts,  including  and execution  of  documents, which  said
attorneys,  or any  of them,  may deem  necessary or  advisable to  enable Selas
Corporation of  America (the "Company")  to comply  with the  Securities Act  of
1933, as amended, and the rules, regulations and requirements of the Securities
and Exchange  Commission in connection with  the registration under  said Act of
Common Shares of  the Company to  be offered pursuant  to the 1994  Stock Option
Plan, as  amended, including,  in each case,  but not limited  to the  power and
authority to sign in the name and on  behalf of the undersigned, in any and  all
capacities in which  the signature of  the undersigned would  be appropriate,  a
registration statement on Form  S-8 and any and all  amendments, including post-
effective  amendments,  thereto for  filing  with  the  Securities and  Exchange
Commission under the Securities Act of 1933 with respect to such securities, and
generally to do and perform  all things necessary to be done in  the premises as
fully and  effectually in all respects as the undersigned could do if personally
present.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
17th day of September, 1996.

                         By:  /s/ Francis J. Dunleavy         
                              Francis J. Dunleavy

                                POWER OF ATTORNEY

     KNOW ALL MEN BY  THESE PRESENTS that the undersigned does hereby constitute
and appoint Stephen F. Ryan and Robert W. Ross, and either of them, his attorney
to  do  any and  all  acts, including  and  execution of  documents,  which said
attorneys,  or any  of them,  may deem  necessary or  advisable to  enable Selas
Corporation  of America  (the "Company")  to comply with  the Securities  Act of
1933, as amended,  and the rules, regulations and requirements of the Securities
and Exchange  Commission in connection with  the registration under said  Act of
Common  Shares of the Company  to be offered  pursuant to the  1994 Stock Option
Plan, as amended,  including, in  each case, but  not limited to  the power  and
authority to sign in the name and on  behalf of the undersigned, in any and  all
capacities in which  the signature  of the undersigned  would be appropriate,  a
registration statement on  Form S-8 and any and all  amendments, including post-
effective  amendments,  thereto for  filing  with  the  Securities and  Exchange
Commission under the Securities Act of 1933 with respect to such securities, and
generally  to do and perform all things necessary  to be done in the premises as
fully and  effectually in all respects as the undersigned could do if personally
present.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
17th day of September, 1996.

                         By:  /s/ Mark S. Gorder             
                              Mark S. Gorder

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS that the undersigned  does hereby constitute
and appoint Stephen F. Ryan and Robert W. Ross, and either of them, his attorney
to  do  any and  all  acts, including  and  execution of  documents,  which said
attorneys,  or any  of them,  may deem  necessary or  advisable to  enable Selas
Corporation of  America (the  "Company") to  comply with  the Securities  Act of
1933, as amended, and the rules, regulations and  requirements of the Securities
and Exchange Commission  in connection with  the registration under said  Act of
Common Shares of  the Company to be  offered pursuant to  the 1994 Stock  Option
Plan, as  amended, including, in  each case,  but not limited  to the power  and
authority to sign  in the name and on behalf of  the undersigned, in any and all
capacities in which  the signature of  the undersigned  would be appropriate,  a
registration  statement on Form S-8 and  any and all amendments, including post-
effective  amendments,  thereto for  filing  with  the Securities  and  Exchange
Commission under the Securities Act of 1933 with respect to such securities, and
generally to do and perform  all things necessary to be done in  the premises as
fully and effectually in all respects  as the undersigned could do if personally
present.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
17th day of September, 1996.

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