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:

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

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 12, 2003

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 Thursday June 12, 2003 at 12:00 noon, local time, for the following
purposes:

1. To elect five Directors;

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

3. To ratify the appointment of Ernst & Young LLP as auditors of the
Company for fiscal 2003;

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 14,
2003, 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.

Morris H. Wheeler
President and Chief Executive Officer

April 28, 2003
By Order of the
Board of Directors

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

2003 ANNUAL MEETING
June 12, 2003

THE PROXY AND SOLICITATION

This Proxy Statement is being mailed on April 28, 2003 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
2003 Annual Meeting of Stockholders to be held on June 12, 2003. 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 amendments 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 any 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 amendments to the 1994 Employee Stock Option Plan
to increase the number of shares available for issuance and to extend its term;
(3) ratifying the selection of Ernst & Young LLP as auditors of the Company for
fiscal 2003; 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 Item 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 14,
2003 as the record date for determining stockholders entitled to notice of the
meeting and to vote. On that date, 2,580,865 shares of Common Stock were
outstanding and entitled to vote on all matters properly brought before the
Annual Meeting.

OWNERSHIP OF VOTING SECURITIES

The following table sets forth, as of April 14, 2003, 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
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP SHARES OWNED
------------------- -------------------- -------------
Morton A. Cohen
1801 East 9th Street
Cleveland, Ohio 44114 1,377,405(1)(2) 53.3%

Clarion Capital Corporation
1801 East 9th Street
Cleveland, Ohio 44114 1,175,980 45.6%

Michael L. Boeckman 16,983(2) *

Dwight D. Goodman 74,405(2) 2.9%

Richard L. Immerman 49,500(2) 1.9%

Morris H. Wheeler 72,748(3) 2.8%

Richard A. Mordarski 56,781(4) 2.2%

J. Stewart Nance 105,081(5)(6) 4.1%

All directors and executive
officers as a group (8 persons) 1,786,861(7) 67.7%

* 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 5,000 shares, Mr. Boeckman
5,000 shares, Mr. Goodman 3,750 shares, Mr. Immerman 12,500 shares.

(3) Includes 25,000 shares issuable upon exercise of options exercisable within
60 days of the date hereof. Includes 1,248 shares owned in the Company
sponsored 401k Plan as of March 31, 2003.

(4) Includes 2,500 shares issuable upon exercise of options exercisable within
60 days of the date hereof. Includes 5,281 shares owned in the Company
sponsored 401k Plan as of March 31, 2003.

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

(6) Includes 3,250 shares issuable upon exercise of options exercisable within
60 days of the date hereof. Includes 37,733 shares owned in the Company
sponsored 401k Plan as of March 31, 2003.

(7) Includes 59,000 shares issuable upon exercise of options exercisable within
60 days of the date hereof. Includes 47,702 shares owned in the Company
sponsored 401k Plan as of March 31, 2003.

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 April 14, 2003. 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
---- ---------------------------- -----

Michael L. Boeckman Chief Financial Officer and
Administrative Partner of
Cohen & Co.; age 56 1994

Morton A. Cohen Chairman and Chief Executive
Officer of Clarion Corp.; age 68 1994

Dwight D. Goodman Chairman; age 69 1994

Richard L. Immerman President of BleachTech LLC; age 52 1998

Morris H. Wheeler President and Chief Executive
Officer; Age 42 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.

MORTON A. COHEN has been a Director of the Company since 1994. From
July 1994 until December 2001, Mr. Cohen had been the Chairman of the Board. He
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. Mr. Cohen is the father-in-law of Morris H.
Wheeler.

DWIGHT D. GOODMAN has been a Director of the Company since its
inception and has been the Chairman of the Board since January 2002. Mr. Goodman
was Chief Executive Officer of the Company from January 1998 to December 2001
and President of the Company from July 1996 to December 2001, and prior thereto
held various executive offices. Mr. Goodman had been the President and Chief
Executive Officer of GCI from 1984 to 1996.

RICHARD L. IMMERMAN has been a Director of the Company since 1998. Mr.
Immerman has been President of BleachTech LLC, a company intending to
manufacture sodium hypochlorite, since its inception in January 2002. Mr.
Immerman is a partner of Chemical Ventures (marketer of magnesium chloride), a
position he has held for over five years.

MORRIS H. WHEELER has been a Director of the Company since 1996 and
Chief Executive Officer and President since January 2002. In 1999, Mr. Wheeler
founded Drummond Road LLC, an investment management company involved in the
management of the venture capital portfolio of Clarion Capital
Corporation("Clarion"). Prior to founding Drummond Road, from April 1998 to June
1999, Mr. Wheeler was the founder and Chief Executive Officer of sputnik7.com
(formerly BlueTape, LLC), an Internet media company, which won a Webby for Music
Entertainment. Prior to April 1998, Mr. Wheeler served in various executive
capacities with Clarion. He also served as President of Clarion Management Ltd.,
an investment management and consulting company from April 1996 to April
1998. Mr.
3

Wheeler holds a degree in economics from the University of Massachusetts at
Amherst and a J.D. from the Yale Law School and is the son-in-law of Morton A.
Cohen, the Company's major beneficial shareholder.

Each non-employee director receives an annual retainer of $5,000, plus
$500 and reimbursement for expenses for each meeting attended. The Board of
Directors has two standing committees, which are the Compensation Committee, the
members of which are Michael Boeckman, Morton Cohen (Chairman) and Dwight
Goodman, and the Audit Committee, the members of which are Michael Boeckman,
Morton Cohen (Chairman) and Richard Immerman.

During the fiscal year ended November 30, 2002, there were six meetings
of the Company's Board of Directors , three meetings of the Compensation
Committee and two meetings of the Audit 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, except for Mr. Boeckman who did
not attend one meeting. 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 was attached to the 2001 proxy statement.

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, 2002 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

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, 2002, all filing requirements applicable to its executive officers and
Directors were timely met.

EXECUTIVE COMPENSATION

The following table sets forth information relating to the annual and
long-term compensation for the fiscal years ended November 30, 2002, 2001 and
2000 for the chief executive officer and the other executive officers who
received compensation in excess of $100,000 during the fiscal 2002 year.

SUMMARY COMPENSATION TABLE

LONG TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
----------------------------------------------------------- ------------

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

Dwight D. Goodman 2002 $ 37,917 $ 0 $ 0 0 $ 3,695
Chief Executive 2001 125,000 36,000 0 7,500 5,254
Officer through 2000 125,000 36,000 0 0 4,849
December 2001

Morris H. Wheeler 2002 100,000 35,000 0 0 1,918
President and Chief 2001 0 0 0 50,000 0
Executive Officer 2000 0 0 0 0 0

Richard A. Mordarski 2002 112,098 34,500 0 0 4,502
President - 2001 108,833 22,707 0 10,000 4,452
Glas-Craft, Inc. 2000 103,650 32,000 0 0 4,139

J. Stewart Nance 2002 101,500 78,500 0 0 7,023
President-Raven Lining 2001 93,450 96,500 0 13,000 5,243
Systems, Inc. 2000 89,000 58,023 0 0 3,274

(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.

OPTION GRANTS IN LAST FISCAL YEAR (INDIVIDUAL GRANTS)

The Company made no grants of stock options during fiscal 2002.

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.

<Table>
<Caption>
Value of Unexercised
Number of Unexercised In-The-Money Options at
Options at November 30, 2002 November 30, 2002
---------------------------- -----------------
SHARES
ACQUIRED ON VALUE
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- -------- -------- ----------- ------------- ----------- -------------

Dwight D. Goodman 22,500 $42,581 3,750 3,750 $ 0 $ 0
Morris H. Wheeler 5,000 10,450 25,000 25,000 0 0
Richard A. Mordarski 13,000 24,603 2,500 7,500 0 0
J. Stewart Nance 0 0 13,250 9,750 15,375 0

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company has an Employment Agreement with Morris H. Wheeler, its
Chief Executive Officer, which expires on December 31, 2003. Under the terms of
the Agreement, Mr. Wheeler receives a salary of $143,000, adjusted annually for
inflation. Under the Agreement, in the event of a "change-in-control" (as
defined in the agreement) and Mr. Wheeler's employment is terminated by the
Company for reasons other than "cause" or by Mr. Wheeler for "good reason," he
shall be entitled to a severance payment equal to two times his then base
salary. Additionally, the Company paid a fee of $50,000 in fiscal 2002 to an
entity controlled by Mr. Wheeler for the provision of office space for Mr.
Wheeler and other management support.

In November 2001, the Company approved the sale of an aggregate of
99,999 shares of Common Stock to six executive and other officers of the Company
and its subsidiaries at a price of $2.56 per share. The Company received
promissory notes from each of the purchasers for the shares. Principal and
interest on the Notes is due in November 2005; the Notes bear interest at 4.13%.
The Company has the right, but not the obligation, to repurchase, in decreasing
percentages, the shares in the event of an individual's termination of
employment within three years.

The Company has a Financial Advisory Agreement with Clarion pursuant to
which Clarion provides management 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
2002.

AMENDMENT OF THE EMPLOYEE STOCK OPTION PLAN

Pursuant to the provisions of the Company's 1994 Stock Option Plan
(the "Plan"), key employees of the Company, non-employee Directors of the
Company and consultants may be offered the opportunity to acquire shares of
Common Stock by the grant of stock options including both incentive stock
options (ISO's), within the meaning of Section 422 of the Internal Revenue Code
of 1986, as amended, and nonqualified stock options. ISO's are not available to
consultants or non-employee directors. The Compensation Committee of the Board
of Directors administers the Plan. The Committee has broad discretion to set the
terms and conditions of the options, provided that no option may be exercisable
more than ten years after the date of grant. Currently, there are approximately
45 employees and outside directors eligible to participate in the Plan.

The Board of Directors has determined that it is desirable to amend
the Plan to increase the aggregate number of shares that may be issued under the
Plan by an additional 184,000 shares, to an aggregate of 600,000 shares. The
Board believes this increase is necessary in order to continue to provide
adequate incentives to eligible employees, directors and consultants. At
November 30, 2003 there were only 36,750 shares available for grant and the Plan
lacked sufficient shares for the grants that were proposed by management. The
Board of Directors increased the number of authorized shares, subject to
shareholder approval. The December 2002 grants of 100,000 options were made
subject to stockholder approval of the increase in authorized shares. As a
result of the proposed amendment increasing available shares by 184,000 the
Company will have 120,750 shares available for future grants. There are
currently 277,500 options outstanding, including the December 2002 grants, at an
average exercise price of $3.51. On April 14, 2003 the last sale price of the
Company's common stock was $3.71.

The Board of Directors also has determined that it is desirable to
amend the Plan to extend its life from June 30, 2004 to November 30, 2009. The
Board believes continuation of the Plan is necessary to provide adequate
incentives to eligible employees, directors and consultants.

Equity Compensation Plan Information
------------------------------------
Number of securities Number of shares
issuable upon exercise of available for future
outstanding options at Weighted Average issuances at
Name of Plan November 30, 2002 Exercise Price November 30,2002
------------ ----------------- -------------- ----------------

Plans approved by Stockholders: 199,750 $3.00 220,750*
1994 Stock Option Plan

Plans not approved by Stockholders:
None

* Includes the184,000 shares subject to shareholder approval at the 2003 Annual
Meeting.

The management and the Board of Directors of the Company unanimously
recommend that you vote "For" approval of the amendments 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

On June 12, 2002 Cohesant Technologies, Inc. (the "Company") dismissed
Arthur Andersen as its independent auditors. Simultaneously with the dismissal
of Arthur Andersen, the Company engaged Ernst & Young to act as its independent
auditors as successor to Arthur Andersen. During the two most recent fiscal
years and subsequent interim period, the Company has not consulted with Ernst &
Young regarding (i) either the application of accounting principles to a
specified transaction, either completed or proposed, or the type of audit
opinion that might be rendered on the Company's financial statements, or (ii)
any matter that was either the subject of disagreement on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedures or a reportable event (as defined in Item 304 (a)(1)(v) of
Regulation S-K).

The Audit Committee of the Company's Board of Directors recommended the
dismissal of Arthur Andersen and, simultaneously, the appointment of Ernst &
Young as the Company's independent auditors. The Company's Board of Directors
adopted the Audit Committee's recommendations.

During the year 2002, Arthur Andersen LLP provided various audit and
non-audit services to the Company as follows:

(a) Audit Fees: Aggregate fees billed for professional services rendered
for the audit of the Company's first quarter review of financial
statements in the Company's Form 10QSB Report. $5,000

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

During the year 2002, Ernst & Young LLP provided various audit and
non-audit services to the Company as follows:

(a) Audit Fees: Aggregate fees billed for professional services rendered
for the audit of the Company's year ended November 30, 2002 annual
financial statements and review of financial statements in the
Company's Form 10QSB Reports. $44,400

(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 or Ernst & Young LLP's
independence.

The Audit Committee of the Board of Directors has selected Ernst &
Young LLP as auditors for the fiscal year ended November 30, 2003. The Audit
Committee requests ratification of the appointment of Ernst & Young LLP by the
stockholders at the Annual Meeting. The Board of Directors recommends that each
stockholder vote "FOR" ratification of Ernst & Young LLP as auditors for fiscal
2003.

Representatives of Ernst & Young 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 2004 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
2004 must be received by the Company no later than December 29, 2003 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

Morris H. Wheeler
President and Chief Executive Officer

Indianapolis, Indiana
April 28, 2003

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 2002 ANNUAL REPORT ON FORM 10-KSB, AS AMENDED
(BUT WITHOUT EXHIBITS), WILL BE PROVIDED WITHOUT CHARGE.

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 DWIGHT D. GOODMAN
and MORRIS H. WHEELER, 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 12, 2003 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)

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

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

3. The ratification of the appointment of Ernst & Young, LLP as the
Company's auditors for the fiscal year ending November 30, 2003.
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 28, 2003, RELATING TO THE
ANNUAL MEETING AND THE 2002 ANNUAL REPORT TO STOCKHOLDERS.

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

Date: , 2003
-----------------------

----------------------------------
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.