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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant

Check the appropriate box:

Preliminary Proxy Statement CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))

[X] Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

COHESANT TECHNOLOGIES INC.
------------------------------------------------
(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

[X] No fee required

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:

[ ] Fee paid previously with preliminary materials.

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

(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:

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COHESANT TECHNOLOGIES INC.
5845 West 82nd Street, Suite 102
Indianapolis, Indiana 46278

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 4, 2001

The Annual Meeting of Stockholders of Cohesant Technologies Inc.
will be held at, the Company's facility, 5845 West 82nd Street, Indianapolis,
Indiana 46278 on Monday June 4, 2001 at 12:00 noon, local time, for the
following purposes:

1. To elect five Directors;

2. To approve an amendment to the 1994 Employee Stock Option
Plan;

3. To ratify the appointment of Arthur Andersen LLP as auditors
of the Company for fiscal 2001; and

4. To transact such other business as may properly come before
the meeting.

The Board of Directors has fixed the close of business on April 9,
2001, as the record date for determining stockholders who are entitled to notice
of the meeting and to vote.

YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED
PROXY IN THE RETURN ENVELOPE PROVIDED FOR THAT PURPOSE, WHETHER OR NOT YOU
EXPECT TO BE PRESENT AT THE MEETING. IF YOU ATTEND THE MEETING, YOU MAY REVOKE
YOUR PROXY AND VOTE SHARES IN PERSON.

The Proxy Statement accompanies this Notice.

Dwight D. Goodman
President and Chief Executive Officer

April 23, 2001
By Order of the
Board of Directors
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COHESANT TECHNOLOGIES INC.
5845 West 82nd Street, Suite 102
Indianapolis, Indiana 46278

2001 ANNUAL MEETING
June 4, 2001

THE PROXY AND SOLICITATION

This Proxy Statement is being mailed on April 23, 2001 to the
stockholders of Cohesant Technologies Inc. (the "Company") in connection with
the solicitation by the Board of Directors of the enclosed form of Proxy for the
2001 Annual Meeting of Stockholders to be held on June 4, 2001. Any stockholder
signing and returning the enclosed Proxy has the power to revoke it by giving
notice of such revocation to the Company in a subsequently dated writing or in
the open meeting before any vote with respect to the matters set forth therein
is taken. Attendance at the Annual Meeting will not, in itself, constitute
revocation of a previously granted Proxy. The representation in person or by
Proxy of at least a majority of the outstanding shares of Common Stock entitled
to vote is necessary to provide a quorum at the Annual Meeting. The nominees for
Directors receiving the greatest number of votes will be elected; the proposals
regarding the amendment to the stock option plan and the ratification of the
auditors require approval only by a majority of the votes cast. As a result,
although abstentions and broker non-votes will not be counted in determining the
outcome of either vote, they will be counted in determining whether a quorum has
been achieved. The cost of soliciting the Proxy will be borne by the Company.

PURPOSES OF ANNUAL MEETING

The Annual Meeting has been called for the purposes of (1) electing
five Directors; (2) approving an amendment to the 1994 Employee Stock Option
Plan to increase the number of shares available for issuance; (3) ratifying the
selection of Arthur Andersen LLP as auditors of the Company for fiscal 2001; and
(4) transacting such other business as may properly come before the meeting.

The two persons named in the enclosed Proxy have been selected by the
Board of Directors and will vote shares of Common Stock represented by valid
Board of Directors' Proxies. They have indicated that, unless otherwise
indicated in the enclosed Proxy, they intend to vote for the election of the
nominees listed below and in favor of the proposals listed in Items 2 and 3
above.

The Company has no knowledge of any other matters to be presented at
the meeting, except the reports of officers on which no action is proposed to be
taken. In the event that other matters do properly come before the meeting, the
persons named in the Proxy will vote in accordance with their judgment on such
matters.

VOTING SECURITIES

The Board of Directors has fixed the close of business on April 9, 2001
as the record date for determining stockholders entitled to notice of the
meeting and to vote. On that date, 2,403,108 shares of Common Stock were
outstanding and entitled to one vote on all matters properly brought before the
Annual Meeting.

OWNERSHIP OF VOTING SECURITIES

The following table sets forth, as of April 9, 2001, certain
information concerning those persons known to the Company, based on information
obtained from such persons, with respect to the beneficial ownership (as such
term is defined in rule 13d-3 under the Securities Exchange Act of 1934, as
amended) of shares of common stock of the Company by (i) each person known by
the Company to be the owner of more than 5% of the outstanding shares; (ii) each
Director, (iii) each executive officer named in the Summary Compensation Table
and (iv) all Directors and executive officers as a group:

PERCENTAGE OF
NAME AND ADDRESS AMOUNT AND NATURE OF OUTSTANDING SHARES
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OWNED
------------------- -------------------- ------------------

Morton A. Cohen
1801 East 9th Street
Cleveland, Ohio 44114 1,372,405(1)(2) 56.6%

Clarion Capital Corporation
1801 East 9th Street
Cleveland, Ohio 44114 1,175,980 48.9%

Michael L. Boeckman 14,000(2) *

Dwight D. Goodman 95,655(2) 3.9%

Richard L. Immerman 37,000(2) 1.5%

Morris H. Wheeler 13,000(2) *

Richard A. Mordarski 30,947(3) 1.3%

J. Stewart Nance 61,784(4)(5) 2.6%

All directors and executive
officers as a group (8 persons) 1,641,904(4)(6) 66.1%

* Represents less than 1%

(1) Includes 1,175,980 shares owned of record by Clarion Capital Corporation
("Clarion"), an entity of which Mr. Cohen is a principal.

(2) Includes shares issuable upon exercise of options exercisable within 60
days of the date hereof as follows: Mr. Cohen 20,500 shares, Mr. Boeckman
and Mr. Immerman 5,000 shares, Mr. Goodman 22,500 shares, Mr. Wheeler
10,000 shares.

(3) Includes 9,750 shares issuable upon exercise of options exercisable within
60 days of the date hereof. Includes 5,197 shares owned in the Company
sponsored 401k Plan as of January 31, 2001.

(4) Includes 825 shares owned by children of Mr. Nance.

(5) Includes 7,500 shares issuable upon exercise of options exercisable within
60 days of the date hereof. Includes 26,936 shares owned in the Company
sponsored 401k Plan as of January 31, 2001.

(6) Includes 82,500 shares issuable upon exercise of options exercisable within
60 days of the date hereof. Includes 34,811 shares owned in the Company
sponsored 401k Plan as of January 31, 2001.

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ELECTION OF DIRECTORS

Five directors are to be elected at the Annual Meeting, to hold office
from election until the next Annual Meeting of Stockholders or until their
successors are duly elected and qualified. The following table sets forth
certain information regarding the nominees, based upon data furnished to the
Company by such persons as of February 28, 2001. In the event of the death of or
inability to act of any of the nominees, the Proxies will be voted for the
election as a Director of such other person as the Board of Directors may
recommend. The Board of Directors has no reason, however, to anticipate that
this will occur.

DIRECTOR
NAME PRINCIPAL OCCUPATION AND AGE SINCE
---- ---------------------------- --------

Morton A. Cohen Chairman of the Company and Chairman and Chief Executive
Officer of Clarion Corp.; age 65 1994

Dwight D. Goodman President and Chief Executive Officer; age 67 1994

Michael L. Boeckman Chief Financial Officer and Administrative Partner of
Cohen & Co.; age 54 1994

Richard L. Immerman Co-Owner of Functional Products Inc.; age 50 1998

Morris H. Wheeler Chief Executive Officer of dotcommery, LLC; Age 40 1996

MORTON A. COHEN has been Chairman of the Board since the Company's
inception in 1994, and served as the Company's Chief Executive Officer from 1994
to January 1998. Mr. Cohen has been Chairman of the Board of Directors and Chief
Executive Officer of Clarion Capital Corporation ("Clarion"), a private, small
business investment company, for more than five years. He is also a director of
Zemex Corporation, an industrial minerals company and DHB Capital Group, Inc., a
holding company with a diversified portfolio. Mr. Cohen is the father-in-law of
Morris H. Wheeler.

DWIGHT D. GOODMAN has been a Director of the Company since 1994, the
Chief Executive Officer of the Company since January 1998 and President of the
Company since July 1996. From May 1996 until June 1998, Mr. Goodman had been the
Chief Financial Officer. Mr. Goodman had been the President and Chief Executive
Officer of Glas-Craft Inc., a Company subsidiary, from 1984 to 1996.

MICHAEL L. BOECKMAN has been a Director of the Company since 1994. Mr.
Boeckman has been Administrative Partner and Chief Financial Officer of Cohen &
Co., a Cleveland based accounting firm (no relation to Morton A. Cohen), since
October 2000 and December 1996, respectively. From May 1996 through December
1996, Mr. Boeckman was a self-employed business consultant. From July 1994 until
May 1996, Mr. Boeckman was the Company's President and Chief Operating Officer.

RICHARD L. IMMERMAN has been a Director of the Company since 1998. Mr.
Immerman is a co-owner of Functional Products Inc., a specialty chemical
company, a position he has held for over five years.

MORRIS H. WHEELER has been a Director of the Company since 1996. Since
January 2000, Mr. Wheeler has been the Chief Executive Officer of the
dotcommery, LLC, a digital business accelerator based in Cleveland Ohio. Prior
to founding the dotcommery, Mr. Wheeler was the Chief Executive Officer of
BlueTape, LLC, an online music distribution business based in New York City,
from April 1998 until June 1999. Prior to the founding of BlueTape, LLC., Mr.
Wheeler served as President of Clarion from September 1996 until April 1998, and
served as its Vice President from August 1994 to September 1996. Mr. Wheeler
also was President of Clarion Management Ltd., an investment

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management and consulting company, from April 1996 to April 1998. Mr. Wheeler is
the son-in-law of Morton A. Cohen.

Each non-employee director receives an annual retainer of $4,000, plus
$500 and reimbursement for expenses for each meeting attended. In addition, each
non-employee director received five year options to purchase 5,000 shares of
Common Stock at $1.25 and 1.5625 on July 25, 1996 and February 23, 1998,
respectively. The Board of Directors has two standing committees which are the
Compensation Committee, the members of which are Michael Boeckman, Morton Cohen
(Chairman) and Morris Wheeler, and the Audit Committee, the members of which are
Michael Boeckman, Morton Cohen (Chairman) and Richard Immerman.

During the fiscal year ended November 30, 2000, there were four
meetings of the Company's Board of Directors and one meeting each of the Audit
Committee and Compensation Committee. Other actions were taken by written action
signed by all of the Board or Committee members. Each incumbent Director has
attended all of the Board meetings. The Board of Directors has no nominating
committee.

AUDIT COMMITTEE REPORT

The following report of the Audit Committee describing the Committee's
discussions with the Company's independent auditors and the Committee's review
of the Company's audited financial statements.

Management of the Company is responsible for the Company's internal
controls and the financial reporting process. The Company's independent auditors
are responsible for performing an independent audit of the Company's
consolidated financial statements in accordance with generally accepted auditing
standards and for issuing a report thereon. The Audit Committee's responsibility
is to monitor and oversee these processes. The Committee operates pursuant to a
written charter, a copy of which is attached as Exhibit "A" hereto.

In this context, the Audit Committee has met and held discussions with
management and the Company's independent auditors. Management has represented to
the Committee that the Company's consolidated financial statements were prepared
in accordance with generally accepted accounting principles, and the Committee
has reviewed and discussed the consolidated financial statements with management
and the independent auditors. The Committee also discussed with the independent
auditors matters required to be discussed by Statement on Auditing Standards No.
61 (Communication with Audit Committees).

The Company's independent auditors also provided to the Committee the
written disclosures and the letter required by Independent Standards Board
Standard No. 1 (Independence Discussions with Audit Committees), and the
Committee discussed with the independent auditors that firm's independence. Each
committee member is an independent director as defined in Rule 4200(a)(15) of
the National Association of Securities Dealers, Inc. listing standards.

Based on the Committee's discussions with management and the
independent auditors and the Committee's review of the representations of
management and the report of independent auditors to the Committee, the
Committee recommended to the Board of Directors that the audited consolidated
financial statements be included in the Company's Annual Report on Form 10-KSB
for the year ended November 30, 2000 as filed with the Securities and Exchange
Commission.

This report by the Audit Committee shall not be deemed to be
incorporated by reference by any general statement incorporating by reference
this Proxy Statement into any filing under the Securities Act or the Exchange
Act, and shall not otherwise be deemed filed under such Acts.

AUDIT COMMITTEE
Morton A. Cohen, Chairman
Michael L. Boeckman
Richard L. Immerman

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SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Based solely upon a review of Forms 3 and 4 and amendments thereto
furnished to the Company with respect to its most recent fiscal year and Form 5
and amendments thereto furnished to the Company with respect to its most recent
fiscal year, and written representations from reporting persons that no Form 5
was required, the Company believes that during the fiscal year ended November
30, 2000, all filing requirements applicable to its executive officers and
Directors were met, with the exception of a late report on the August option
grant to Mr. Immerman which was inadvertently overlooked by the Company.

EXECUTIVE COMPENSATION

The following table sets forth information relating to the annual and
long-term compensation for the fiscal years ended November 30, 2000, 1999 and
1998 for the chief executive officer and the other executive officers who
received compensation in excess of $100,000 during the fiscal 2000 year.

SUMMARY COMPENSATION TABLE

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

Dwight D. Goodman 2000 $125,000 $36,000 $0 0 $4,849
President and Chief 1999 125,000 33,000 0 0 4,759
Executive Officer 1998 125,000 30,000 0 22,500 4,449

Richard A. Mordarski 2000 103,650 32,000 0 0 4,139
President - 1999 96,219 30,000 0 0 3,835
Glas-Craft, Inc. 1998 93,000 27,000 0 13,000 3,422

J. Stewart Nance 2000 89,000 39,500(3) 0 0 3,274
President- Raven Lining 1999 82,888 20,330(4) 0 0 3,327
Systems, Inc.

(1) Excludes perquisites and other benefits, unless the aggregate amount of
such compensation is greater than 10 percent of the total of annual
salary and bonus reported for the named executive officer.

(2) Corporate contributions to the Company's 401(k) Plan.

(3) Represents the 1999 bonus paid in 2000. Fiscal 2000 bonus has yet to be
determined.

(4) Represents a portion of the 1998 bonus paid in 1999.

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OPTION GRANTS IN LAST FISCAL YEAR

none.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES

The following table provides information relating to aggregate option
exercises during the last fiscal year and fiscal year-end option values for the
chief executive officer and the other executives of the Company named in the
compensation table.

NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS AT
NOVEMBER 30, 2000 NOVEMBER 30, 2000
SHARES ACQUIRED ON VALUE ------------------------------ ------------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ------------------ -------- ----------- ------------- ----------- -------------

Dwight D. Goodman 0 0 37,500 0 $35,213 $0
Richard A. Mordarski 0 0 16,500 6,500 $16,548 $5,298
J. Stewart Nance 0 0 15,000 5,000 $15,325 $4,075

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company has a Financial Advisory Agreement with Clarion pursuant to
which Clarion provides management and administrative support. Clarion receives a
quarterly fee of $13,000. Under the agreement, Clarion also performs additional
specific projects, as requested. Under the agreement, Clarion received $52,000
in fiscal 2000.

An option, vesting over two years, for 5,000 shares with an exercise
price of $2.83 was granted in August 2000 to Richard Immerman for consulting
services rendered to the Company.

AMENDMENT OF THE EMPLOYEE STOCK OPTION PLAN

The Board of Directors has determined that it is desirable to amend the
Company's 1994 Employee Stock Option Plan to increase the aggregate number of
shares that may be issued under the Plan by an additional 66,000 shares. The
Board believes this increase is necessary in order to continue to provide
adequate incentives to eligible employees, directors and consultants. The Plan
currently authorizes an aggregate 250,000 shares to be issued upon the exercise
of stock options awarded under the Plan. As of April 9, 2001, options to
purchase approximately 216,000 shares have been granted, of which options for
66,375 shares have been exercised. Only 34,000 shares remain available for
future awards. The Board therefore proposes the Company adopt an amendment to
the Plan that would, if approved by the Company's stockholders, increase the
aggregate number of shares available to be issued under the Plan by 66,000
shares.

The management and the Board of Directors of the Company unanimously
recommend that you vote "For" approval of the proposed amendment to the Employee
Stock Option Plan. The affirmative vote of a majority of the shares of voting
securities present in person or represented by proxy at the annual meeting will
be required for such approval.

RATIFICATION OF INDEPENDENT AUDITORS

During the year 2000, Arthur Andersen LLP provided various audit and
non-audit services to the Company as follows:

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(a) Audit Fees: Aggregate fees billed for professional services rendered
for the audit of the Company's year ended November 30, 2000 annual
financial statements and review of financial statements in the
Company's Form 10QSB Reports. $43,410

(b) Financial Information Systems design and implementation Fees: None

The Audit Committee of the Board has considered whether the services
described in sections (b) and (c) above are compatible with maintaining the
independent accountant's independence and has determined that such services have
not adversely affected Arthur Andersen LLP's independence.

The Board of Directors has selected Arthur Andersen LLP as auditors for
the fiscal year ended November 30, 2001. The Board of Directors requests the
ratification of the appointment of Arthur Andersen LLP by the stockholders at
the Annual Meeting. The Board of Directors recommends that each stockholder vote
"FOR" ratification of Arthur Andersen LLP as auditors for fiscal 2001.

Representatives of Arthur Andersen LLP are expected to be present at
the meeting with the opportunity to make a statement if they desire to do so,
and are expected to be available to respond to appropriate questions.

DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS FOR 2002 ANNUAL MEETING

Proposals of stockholders which are intended to be presented by such
stockholders at the Company's next annual meeting of stockholders to be held in
2002 must be received by the Company no later than December 24, 2001 in order
that they may be included in the proxy statement and form of proxy relating to
that meeting.

BY ORDER OF THE BOARD OF DIRECTORS

Dwight D. Goodman
President and Chief Executive Officer

Indianapolis, Indiana
April 23, 2001

FINANCIAL INFORMATION

UPON WRITTEN REQUEST BY ANY STOCKHOLDER TO THE SECRETARY, COHESANT
TECHNOLOGIES INC., 5845 WEST 82ND STREET, SUITE 102, INDIANAPOLIS, INDIANA
46278, A COPY OF THE COMPANY'S 2000 ANNUAL REPORT ON FORM 10-KSB, AS AMENDED
(BUT WITHOUT EXHIBITS), WILL BE PROVIDED WITHOUT CHARGE.

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EXHIBIT "A"

AUDIT COMMITTEE CHARTER

The Audit Committee is a committee of three individuals within the Board of
Directors and shall assist the Board in monitoring (1) the integrity of the
financial statements of the company, (2) the compliance by the Company with
legal and regulatory requirements and (3) the independence and performance of
the Company's auditors.

The members of the Audit Committee shall meet the independence and experience
requirements of the Nasdaq Stock Exchange. The members of the Audit Committee
shall be appointed by the full Board. The Audit Committee Chairperson shall be
selected by the committee members.

The Audit Committee shall make regular reports to the Board.

The Audit Committee shall:

Review and reassess the adequacy of this Charter annually.

Review the annual audited financial statements with management, including major
issues regarding accounting and auditing principles and practices as well as the
Company's system of internal controls.

Review with management and the independent auditors any significant financial
reporting issues raised by them in connection with the preparation of the
Company's financial statements.

Review proposed major changes to the Company's auditing and accounting
principles and practices that are brought to their attention by the independent
auditors or management.

Recommend to the full Board the appointment of the independent auditors.

Review questions related to independence of the independent auditors that are
brought to their attention and, if necessary, recommend that the Board take
appropriate action regarding such matters.

Review the performance and the fees of the independent auditors and, if so
determined, recommend that the Board replace the independent auditors.

Ensure that the independent auditor submits a formal written statement regarding
relationships and services which may affect objectivity and independence.

Discuss with the independent auditors the matters required to be discussed by
professional standards (including applicable Statements on Auditing Standards)
or other regulatory bodies relating to the conduct of the audit.

Review with the Board, as necessary in the Audit Committees judgment, the
Company's policies and procedures regarding compliance with applicable laws and
regulations.

Review with counsel legal matters which are brought to their attention and that
may have a material impact on the financial statements, the Company's compliance
policies and material reports or inquiries received from regulatory bodies.

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COHESANT TECHNOLOGIES INC.
5845 West 82nd Street, Suite 102

Meet at least annually with the independent auditor in separate executive
session.

While the Audit Committee has the responsibilities and powers set forth in this
Charter, it is not the duty of the Audit Committee to plan or conduct audits or
to determine that the Company's financial statements are complete and accurate
and are in accordance with generally accepted accounting principles. This is the
responsibility of management and the independent auditor. Nor is it the duty of
the Audit Committee to conduct investigations, to resolve disagreements, if any,
between management and the independent auditor or to assure compliance with laws
and regulations and the Company's Code of Conduct.

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COHESANT TECHNOLOGIES INC.
5845 West 82nd Street, Suite 102
Indianapolis, Indiana 46278

PROXY

The undersigned, a holder of Common Stock of Cohesant Technologies
Inc., a Delaware corporation (the "Company"), hereby appoints MORTON A. COHEN
and DWIGHT D. GOODMAN, and each of them, the proxies of the undersigned, each
with full power of substitution, to attend, represent and vote for the
undersigned, all of the shares of the Company which the undersigned would be
entitled to vote, at the Annual Meeting of Stockholders of the Company to be
held on June 4, 2001 and any adjournments thereof, as follows:

1. The election of five members to the Board of Directors to hold office
for a one-year term and until their successors are duly elected and
qualified, as provided in the Company's Proxy Statement:

FOR ALL NOMINEES LISTED BELOW WITHHOLD AUTHORITY TO VOTE FOR ALL
NOMINEES LISTED BELOW
[ ] [ ]

(INSTRUCTIONS: To withhold authority to vote for any individual
nominee, strike a line through or otherwise strike out his name below)

Morton A. Cohen, Michael L. Boeckman, Dwight D. Goodman,
Richard L. Immerman and Morris H. Wheeler.

2. The approval of an amendment to the Company's 1994 Stock Option Plan.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]

3. The ratification of the appointment of Arthur Andersen, LLP as the
Company's auditors for the fiscal year ending November 30, 2001.

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

4. Upon such other matters as may properly come before the meeting or any
adjournments thereof.

The undersigned hereby revokes any other proxy to vote at such Annual
Meeting, and hereby ratifies and confirms all that said attorneys and proxies,
and each of them, may lawfully do by virtue hereof. With respect to matters not
known at the time of the solicitations hereof, said proxies are authorized to
vote in accordance with their best judgment.

(Continued, and to be dated and signed, on the other side)

(Continued from the other side)

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN ACCORDANCE WITH
THE INSTRUCTIONS ON THE OTHER SIDE HEREOF, IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR THE ELECTION OF THE FIVE DIRECTORS NAMED IN PROPOSAL 1, FOR
THE ADOPTION OF PROPOSALS 2 AND 3, AND AS SAID PROXIES SHALL DEEM ADVISABLE ON
SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.

THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF A COPY OF THE NOTICE OF ANNUAL
MEETING AND ACCOMPANYING PROXY STATEMENT DATED APRIL 23, 2001, RELATING TO THE
ANNUAL MEETING AND THE 2000 ANNUAL REPORT TO STOCKHOLDERS.

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE
ENCLOSED ENVELOPE.

Date: , 2001
------------------------

-----------------------------------
Signature(s) of Stockholder(s)

The signature(s) hereon should
correspond exactly with the name(s)
of the Stockholder(s) appearing on
the Stock Certificate. If stock is
jointly held, all joint owners
should sign. When signing as
attorney, executor, administrator,
trustee or guardian, please give
full title as such. If signer is a
corporation, please sign the full
corporate name, and give title of
signing officer.

THIS PROXY IS SOLICITED BY THE
BOARD OF DIRECTORS OF COHESANT
TECHNOLOGIES INC.