SEQUA CORP /DE/, DEF 14A, 1996-03-29

SEQUA CORP /DE/
DEF 14A, 1996-03-29
AIRCRAFT ENGINES & ENGINE PARTS

Previous: STEPHAN CO, NT 10-K, 1996-03-29

Next: SUPERIOR INDUSTRIES INTERNATIONAL INC, 10-K, 1996-03-29

<PAGE>
<PAGE>
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 Section 240.14a-11(c) or
Section 240.14a-12

SEQUA CORPORATION
.................................................................
(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] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) 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:

.................................................................

<PAGE>
<PAGE>
[LOGO OF SEQUA CORPORATION]

SEQUA CORPORATION
200 PARK AVENUE
NEW YORK, NEW YORK 10166
--------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 16, 1996
--------------------

The annual meeting of stockholders of SEQUA CORPORATION (the 'Company')
will be held in Auditorium B on the 5th floor, 245 Park Avenue, New York, New
York, on Thursday, May 16, 1996, at 11 A.M., for the following purposes:

1. To elect directors;

2. To ratify the appointment of Arthur Andersen LLP, independent
public accountants; and

3. To transact such other business as may properly come before the
meeting or any adjournment thereof.

Only stockholders of record at the close of business on March 26, 1996 are
entitled to notice of and to vote at the meeting and any adjournment thereof. A
list of stockholders will be available for examination by any stockholder, for
any purpose germane to such meeting, during the ten days prior to the meeting
date at the Company's address set forth above.

By order of the Board of Directors,

Ira A. Schreger
Secretary

New York, N.Y.
March 27, 1996

IMPORTANT

PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS
POSSIBLE IN THE ENCLOSED POSTPAID WHITE ENVELOPE WHETHER OR NOT YOU PLAN TO
ATTEND THE MEETING. IF YOU ATTEND THE MEETING AND SO DESIRE, YOU MAY WITHDRAW
YOUR PROXY AND VOTE IN PERSON. IF YOU ARE PLANNING TO ATTEND THE MEETING, YOU
MUST RETURN THE ENCLOSED POSTPAID ATTENDANCE CARD AS QUICKLY AS POSSIBLE.

THANK YOU FOR ACTING PROMPTLY.

<PAGE>
<PAGE>
SEQUA CORPORATION
200 PARK AVENUE
NEW YORK, NEW YORK 10166

ANNUAL MEETING OF STOCKHOLDERS
MAY 16, 1996

PROXY STATEMENT

PERSONS MAKING THE SOLICITATION

The accompanying proxy is being solicited by the Board of Directors of
Sequa Corporation (the 'Company') for use at the annual meeting of stockholders
to be held on Thursday, May 16, 1996, or any adjournment thereof. If such proxy
is properly signed and returned prior to the meeting, the shares with respect to
which the proxy is given will be voted as indicated thereon; provided, however,
that a stockholder may revoke his proxy at any time prior to its use at the
meeting, either by giving written notice addressed to the Secretary of the
Company, at its executive offices located at 200 Park Avenue, New York, New York
10166, or by withdrawing his proxy and voting in person at the meeting. The
entire cost of soliciting proxies will be borne by the Company. Proxies will be
solicited principally through the use of the mails but directors, officers and
regular employees of the Company, without additional compensation, may use their
personal efforts by telephone or otherwise to obtain proxies. The Company will
also request banks, brokers and other nominee holders of the Company's shares to
forward proxy materials to their principals or customers who are beneficial
owners of such shares and will reimburse such holders for their reasonable
expenses incurred in doing so. The Company anticipates that mailing of proxy
material to stockholders will commence the week of April 1, 1996.

VOTING SECURITIES AND OWNERSHIP THEREOF
BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Only stockholders of record at the close of business on March 26, 1996, the
record date with respect to this solicitation, will be entitled to notice of,
and to vote at, the meeting. On the record date, there were outstanding
6,535,834 shares of the Company's Class A Common Stock, no par value ('Class A
Common Stock'), 3,330,780 shares of the Company's Class B Common Stock, no par
value ('Class B Common Stock'), and 633,316 shares of the Company's $5.00
Cumulative Convertible Preferred Stock, par value $1.00 per share ('Preferred
Stock'), which constitute the only outstanding voting securities. Each share of
Class B Common Stock is convertible at any time into one share of Class A Common
Stock, and each share of Preferred Stock is convertible at any time into 1.322
shares of Class A Common Stock, subject to certain adjustments. Each share of
Class A Common Stock and each share of Preferred Stock have one vote and, with
respect to all matters to come before the meeting, will vote with the Class B
Common Stock, which has ten votes per share. The presence in person or by proxy
of stockholders of record representing in the aggregate a majority of the
combined outstanding voting rights of all classes of stock of the Company
entitled to vote shall constitute a quorum for the transaction of business.
Broker non-votes and abstentions are counted in determining the existence of a
quorum. Thereafter, the affirmative vote of the holders of shares of stock
representing a majority of the combined voting rights of all eligible classes of
stock present or represented at the meeting is required

<PAGE>
<PAGE>
for approval of all matters to be presented at this meeting. Votes are counted
preliminarily by the Company's transfer agent through its automated system and
finally, at the Annual Meeting of Stockholders, by the Inspectors of Election.

SECURITY OWNERSHIP BY CERTAIN BENEFICIAL OWNERS

The table below sets forth information with respect to any person (other
than the Company's directors) known to the Company to be the beneficial owner of
more than five percent of any class of the Company's outstanding voting
securities as of March 1, 1996. Except to the extent indicated in the footnotes,
sole voting and investment power with respect to the shares shown is held by the
owner named.
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT OF
OF CLASS A PERCENT OF AGGREGATE
NAME AND ADDRESS COMMON STOCK CLASS VOTING POWER
- --------------------------------------------------------- ---------------- ---------- ------------
<S> <C> <C> <C>
Wellington Management Company ........................... 740,300(1) 11.33 1.83
75 State Street
Boston, MA 02109

Gabelli Funds, Inc. ..................................... 557,800(2) 8.53(2) 1.38(3)
(and affiliates)
One Corporate Center
Rye, NY 10580-1434

Sequa Corporation Master Trust .......................... 544,800(3) 8.34 1.35
(for participating pension plans)
c/o The Bank of New York
(as Master Trustee)
One Wall Street
New York, NY 10286

NUMBER OF SHARES PERCENT OF
OF CLASS B PERCENT OF AGGREGATE
COMMON STOCK CLASS VOTING POWER
---------------- ---------- ------------
Gabelli Funds, Inc. ..................................... 988,900(2) 29.69(2) 24.43(2)
(and affiliates)
One Corporate Center
Rye, NY 10580-1434

NUMBER OF SHARES PERCENT OF
OF PERCENT OF AGGREGATE
PREFERRED STOCK CLASS VOTING POWER
---------------- ---------- ------------
Paloma Securities L.L.C. ................................ 124,800 19.71 (4)
2 American Lane
Greenwich, CT 06836-2571

Gabelli Funds, Inc. ..................................... 310,199(2) 48.98(2) (4)
(and affiliates)
One Corporate Center
Rye, NY 10580-1434

D.E. Shaw Investments, L.P. ............................ 60,100(5) 9.49 (4)
120 West 45th Street
New York, NY 10036
</TABLE>

- ------------

(footnotes on next page)

<PAGE>
<PAGE>
(footnotes from previous page)

(1) Wellington Management Company ('WMC') does not have sole voting or sole
dispositive power with respect to any of these shares; it has shared voting
power with respect to 556,500 shares and shared dispositive power with
respect to all of the shares listed. WMC is an investment advisor with
respect to the reported shares, which are owned by numerous clients.

(2) Gabelli Funds, Inc. (and affiliates) (collectively, the 'Gabelli Companies')
owns beneficially all classes of the Company's stock. Pursuant to Rule
13d-3(d)(1) under the Securities Exchange Act of 1934, as amended, the total
of the Gabelli Companies' Class A Common Stock, Class B Common Stock (if
converted into Class A Common Stock) and Preferred Stock (if converted into
Class A Common Stock) would give the Gabelli Companies aggregate holdings of
1,956,783 shares of Class A Common Stock, or 24.66 percent of that class.
This would represent 6.18 percent of the total votes then outstanding (after
conversions to Class A of all Gabelli Companies' stock) in all classes. If
no conversions were done, the total current holdings of all three classes of
stock by the Gabelli Companies gives them 26.58 percent of the aggregate
voting power of all Company stock. Of the Class A Common Stock, the Gabelli
Companies have no voting power with respect to 80,000 shares. In connection
with its shares of Class B Common Stock, the Gabelli Companies have no
voting power with respect to 92,000 shares and shared voting power with
respect to 136,200 shares.

(3) All of the shares of Class A Common Stock held by the Sequa Corporation
Master Trust (the 'Trust') are voted by the Trust's Investment Committee,
comprised of officers of the Company. Such committee also makes decisions
regarding acquisitions and dispositions of Company stock for the Trust.

(4) Less than 1%.

(5) D.E. Shaw Investments, L.P. has shared voting power and shared dispositive
power with respect to all of the shares listed.

------------------------

SECURITY OWNERSHIP BY MANAGEMENT

The following table provides information as to the Company's voting
securities beneficially owned as of March 1, 1996, by the Company's directors
who are standing for re-election and one nominee for director, the named
executive officers of the Company and by all such directors (including the
nominee) and executive officers as a group. None of the Company's executive
officers or directors (or nominee) is the beneficial owner of any Preferred
Stock (with the exception of 400 shares owned by a trust in which the children
of an executive officer have a partial remainder interest, and as to which the
executive officer disclaims beneficial ownership). Except to the extent
indicated in the footnotes, sole voting and investment power with respect to the
shares shown is held by the owner named.

(table continued on next page)

<PAGE>
<PAGE>
(table continued from previous page)

<TABLE>
<CAPTION>
PERCENT
NUMBER OF NUMBER OF OF
SHARES OF PERCENT SHARES OF PERCENT AGGREGATE
CLASS A OF CLASS B OF VOTING
COMMON STOCK CLASS COMMON STOCK CLASS POWER
------------ ------- ------------ ------- ---------
<S> <C> <C> <C> <C> <C>
A. Leon Fergenson................. 2,623(e) (d) 2,283(d) (d) (d)
David S. Gottesman................ 7,500 (d) None -- (d)
Stuart Z. Krinsly................. 65,208(a)(b)(c) 1.00 64,030 1.92 1.74
Donald D. Kummerfeld.............. 200 (d) None -- (d)
Richard S. LeFrak................. None -- 500 (d) (d)
John J. Quicke.................... 15,333(b)(f) (d) 1,000 (d) (d)
Antonio L. Savoca................. 5,000(b) (d) None -- (d)
Michael I. Sovern................. 1,000 (d) None -- (d)
Fred R. Sullivan.................. 1,659(g) (d) 648 (d) (d)
Gerald Tsai, Jr................... 500 (d) None -- (d)
Martin Weinstein.................. 17,191(a)(b) (d) None -- (d)
All executive officers and
directors (including nominee) as
a group (15 persons including
the above)...................... 2,261,727(a)(b) 34.34 1,968,693 59.11 54.16
</TABLE>

- ------------

(a) Includes certain shares held for the benefit of the named executive officer
in the Company's 401-K Plan.

(b) Includes shares of Class A Common Stock which may be obtained upon the
exercise, within sixty days of the date of this Proxy Statement, of stock
options by Messrs. Alexander, Quicke, Krinsly, Savoca and Weinstein and by
all executive officers as a group, as follows:

<TABLE>
<CAPTION>
NAME SHARES
- ------------------------------------------------------------------------------------- ------
<S> <C>
Norman E. Alexander.............................................................. 10,000
John J. Quicke................................................................... 14,333
Stuart Z. Krinsly................................................................ 8,333
Antonio L. Savoca................................................................ 5,000
Martin Weinstein................................................................. 6,200
All executive officers as a group................................................ 50,532
</TABLE>

With the exception of 3,500 exercisable stock options owned by Mr. Quicke
(which have an average exercise price of $54.125 and expire in 1996) and
2,833 exercisable stock options owned by Mr. Quicke (which have an exercise
price of $24.75 and expire in 2000), all exercisable stock options owned by
the executive officers of the Company have an exercise price of $32.25 and
expire in September 1998. The closing price of the Class A Common Stock on
March 20, 1996 was $33.25.

(footnotes continued on next page)

<PAGE>
<PAGE>
(footnotes continued from previous page)

(c) Does not include shares held by the Sequa Corporation Master Trust (see
'Security Ownership by Certain Beneficial Owners', above), of which Messrs.
Alexander and Krinsly are members of its Investment Committee.

(d) Less than one percent.

(e) Includes 1,670 shares of Class A Common Stock and 1,500 shares of Class B
Common Stock owned by Mrs. A. Leon Fergenson, as to which Mr. Fergenson
disclaims beneficial ownership.

(f) Includes 400 shares of Class A Common Stock owned by minor children of Mr.
Quicke, as to which he disclaims beneficial ownership.

(g) Includes 500 shares of Class A Common Stock owned by Mrs. Fred R. Sullivan.

ELECTION OF DIRECTORS

DIRECTORS

At the meeting, eleven directors are to be elected to hold office until the
next annual meeting and until their successors shall have been elected. If no
other instructions are given, the persons named in the enclosed form of proxy
will vote for the election of the nominees named in the table below. In case any
such nominee should become unavailable for any reason, an event not now
anticipated, the proxy holders reserve the right to substitute another person of
their choice in his place. Each of the nominees has previously been elected by
the stockholders, with the exception of Mr. Sovern.

<TABLE>
<CAPTION>
PRESENT OCCUPATION AND
NAME AND AGE OTHER INFORMATION
- ------------------------------------------ ---------------------------------------------------------------------
<S> <C>
Norman E. Alexander ...................... Chairman of the Board and Chief Executive Officer of the Company
Age 81 since 1975. Served as President from 1982 to 1983 and from 1957 to
1975. Has been a director of the Company since 1957 and is a member
of the Executive Committee. May be deemed to be a control person of
the Company (see 'Voting Securities and Ownership Thereof by
Certain Beneficial Owners and Management'). Also a director and
Chairman of the Board of Chock Full O' Nuts Corporation and a
director of Richton International Corporation.
Alvin Dworman ............................ Chairman, ADCO Group (a financial services, merchant banking and real
Age 70 estate company) since 1981. Has been a director of the Company
since 1987 and is a member of the Audit Committee.
A. Leon Fergenson ........................ Former Chairman of the Board and Chief Executive Officer, GK
Age 83 Technologies, Inc. (wire and cable products, electronic and
electrical circuits and other products). Has been a director of the
Company since 1968 and is a member of the Executive Committee and
the Compensation Committee and Chairman of the Audit Committee.
Also a director of Buckeye Management Company, National Benefit
Life Insurance Company and American Annuity Group, Inc.
</TABLE>

<TABLE>
<CAPTION>
PRESENT OCCUPATION AND
NAME AND AGE OTHER INFORMATION
- ------------------------------------------ ---------------------------------------------------------------------
<S> <C>
David S. Gottesman ....................... Managing Partner, First Manhattan Co. (an investment management and
Age 69 research company) since 1964. Has been a director of the Company
since 1982 and is a member of the Nominating Committee.
Stuart Z. Krinsly ........................ Senior Executive Vice President and General Counsel of the Company
Age 78 since 1982; from 1966 to 1982, served as an officer and General
Counsel of the Company. Has been a director of the Company since
1957 and is a member of the Executive Committee. Also a director of
Chock Full O' Nuts Corporation.
Donald D. Kummerfeld ..................... President, Magazine Publishers of America (a publishing trade
Age 61 organization) since 1987 and Chairman, Kummerfeld Associates (an
investment banking and financial advisory firm) since 1985. From
1978 to 1985, was President and Chief Operating Officer, News
America Publishing, Inc. Has been a director of the Company since
1983 and is a member of the Compensation Committee.
Richard S. LeFrak ........................ President, Lefrak Organization, Inc. (a diversified, privately held
Age 50 company active in major residential and commercial real estate
development projects, oil and gas exploration, finance and
entertainment production) since 1975. Has been a director of the
Company since 1986 and is a member of the Nominating Committee.
John J. Quicke ........................... President and Chief Operating Officer of the Company since March
Age 46 1993. Served as Senior Executive Vice President, Operations, of the
Company from June 1992 to March 1993; from February 1991 to June
1992, served as Vice President, Financial Services, of the Company;
from 1987 to February 1991, served as Vice President, Financial
Projects, of the Company. Held various offices and positions in
Chromalloy American Corporation (which became a subsidiary of the
Company in 1987) from 1979 to 1987. Has been a director of the
Company since March 1993 and is a member of the Executive
Committee.
Michael I. Sovern ........................ Chancellor Kent Professor of Law and President Emeritus of Columbia
Age 64 University since 1993; President of Columbia University from 1980
to 1993. Has been Advisor to the Board of Directors of the Company
since 1990. Also a director of AT&T, Chemical Bank, Warner-Lambert,
GNY Insurance Co. and the Shubert Organization.
</TABLE>

<TABLE>
<CAPTION>
PRESENT OCCUPATION AND
NAME AND AGE OTHER INFORMATION
- ------------------------------------------ ---------------------------------------------------------------------
<S> <C>
Fred R. Sullivan ......................... Chairman of the Board and Chief Executive Officer, Richton
Age 81 International Corporation (a holding company) since 1989. From 1987
to 1991, served as Chairman of the Board and President, Interim
Systems Corporation (a temporary personnel and health care service
company). From 1971 to 1988, served as Chairman of the Board and
President, Kidde, Inc. (a multi-market manufacturing and service
company). Has been a director of the Company since 1962 and is a
member of the Audit Committee.
Gerald Tsai, Jr. ......................... Chairman, President and Chief Executive Officer, Delta Life
Age 67 Corporation (an insurance company) since February 1993; private
investor from 1991 to 1993; Chairman of the Executive Committee of
the Board of Directors, Primerica Corporation (a diversified
financial services company) from 1988 to 1991; from 1987 to 1988,
was Chairman and Chief Executive Officer of Primerica; and from
1982 to 1987, held several other offices at Primerica. Has been a
director of the Company since 1976 and is a member of the Audit
Committee and Chairman of the Compensation Committee. Also a
director of Rite Aid Corporation, Palm Beach National Bank & Trust
Company, Proffitt's Inc., Triarc Companies, Inc. and Zenith
National Insurance Corp. Also a Trustee of Boston University,
Meditrust and New York University Medical Center.
</TABLE>

During 1995, the Company's Board of Directors held nine regularly scheduled
meetings. All of the directors attended at least 75% of the aggregate of
regularly scheduled Board meetings and meetings of committees of which they are
members, respectively.

THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT YOU
VOTE 'FOR' THE ELECTION OF THE ABOVE NOMINEES FOR DIRECTOR.

COMMITTEES OF THE BOARD OF DIRECTORS

The Company has an Executive Committee consisting of Messrs. Alexander,
Fergenson, Krinsly and Quicke; an Audit Committee consisting of Messrs. Dworman,
Fergenson, Sullivan and Tsai; a Compensation Committee consisting of Messrs.
Fergenson, Kummerfeld and Tsai; and a Nominating Committee consisting of Messrs.
Gottesman and LeFrak. The Executive Committee acts in place of the full Board of
Directors between meetings thereof, evaluates a variety of projects of the
Company and makes recommendations to the Board. It held six meetings during
1995. The activities of the Audit Committee include a review with the
independent auditors of the plans and results of the audit engagement;
conferring with respect to audit activities; consideration of the independence
of the auditors; review of the auditors' fees and the recommendation to the
Board as to the engagement of the auditors. During 1995, the Audit Committee
held three meetings. The Compensation Committee recommends to the Board the
compensation arrangements for directors and officers. During 1995, the
Compensation Committee held one meeting. The Nominating Committee selects
candidates for election to the Board of Directors or to fill vacancies thereon,
after consideration of nominees proposed to it in

<PAGE>
<PAGE>
writing, provided that such nominees have agreed in writing to be candidates for
the Board of Directors. The Nominating Committee did not meet during 1995.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

In June 1992, Fred R. Sullivan settled a claim by the United States
Securities and Exchange Commission that he disclosed material, non-public
information that led to the purchase of stock by another person. No allegation
of personal profit to Mr. Sullivan was made. Mr. Sullivan agreed to the entry of
a judgment permanently enjoining him from engaging in certain activities in
violation of Section 10(b) of the Securities Exchange Act of 1934, as amended,
and Rule 10b-5 thereunder, in connection with the purchase or sale of any
security and paid a fine of $58,000.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The master trust of the Company's Pension Plan had an investment of
approximately $300,000, as of December 31, 1995, in ADCO Equity Bridge Fund
Limited Partnership, which is managed by the ADCO Group, of which Mr. Dworman, a
Director of the Company, is Chairman and owner. The investment is a mortgage on
an office complex in Pennsylvania, due December 31, 1996 and paying interest at
a rate equal to the prime rate plus 1.5%.

In connection with Mr. Quicke's relocation to New York, the Company made a
$300,000 interest-free loan in 1993, payable on demand, and secured by a second
mortgage on his home. In early 1996, Mr. Quicke repaid $50,000 of this loan.

In connection with Mr. Weinstein's relocation to New York, the Company made
a $300,000 unsecured, interest-free loan in 1993, payable in June 1997, all of
which remains outstanding.

Alex Alexander, brother of Norman Alexander (Chairman, Chief Executive
Officer and Director of the Company), is being compensated by Chromalloy Men's
Apparel Group, Inc. (a subsidiary of the Company) at an annual rate of $75,574
plus certain employee benefits. This arrangement commenced in early 1994, and
the aggregate cost to the Company of such payments and benefits in 1995 was
$82,304.

COMPENSATION OF DIRECTORS

Each director who is not an employee of the Company (as well as Mr. Sovern,
a nominee for director at the 1996 Annual Meeting of Stockholders, who served as
an Advisor to the Board in 1995) received an annual retainer of $27,500 for 1995
and $500 for each meeting attended. Non-employee members of the Executive
Committee, Audit Committee, Nominating Committee and Compensation Committee
receive an additional annual fee of $5,000, $3,500, $2,500 and $3,500,
respectively, and $500 for each committee meeting attended. The Company also
reimburses its non-employee directors for travel, lodging and related expenses
they may incur in attending Board and Committee meetings.

<PAGE>
<PAGE>
EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth the compensation paid for services rendered
in all capacities to the Company and its subsidiaries during 1993, 1994 and 1995
to the Chief Executive Officer of the Company and to the next four most highly
compensated executive officers.

<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
------------
ANNUAL COMPENSATION AWARDS
-------------------------------------- ------------
OTHER SECURITIES ALL
NAME AND ANNUAL UNDERLYING OTHER
PRINCIPAL BONUS COMPENSATION OPTIONS/ COMPENSATION
POSITION YEAR SALARY ($) ($) SARS(#) ($)
- ---------------------------------------- ---- ---------- -------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Norman E. Alexander .................... 1995 $1,095,102 $409,258 -- -- $ 4,500(1)
Chairman and Chief Executive Officer 1994 1,043,148 -- -- -- 4,500(1)
1993 993,653 -- -- 15,000 4,497(1)

Stuart Z. Krinsly ...................... 1995 585,739 202,062 -- -- 4,804(1)
Senior Executive Vice President and 1994 557,949 -- -- -- 4,899(1)
General Counsel 1993 531,472 -- -- 12,500 4,951(1)

John J. Quicke ......................... 1995 410,149 215,006 -- 8,500 5,903(1)
President and Chief Operating Officer 1994 390,108 -- -- -- 6,157(1)
1993 374,599(2) -- 50,666(3) 12,000 5,735(1)

Antonio Savoca ......................... 1995 340,000 250,920 71,715(4) -- 89,605(1)
Senior Vice President, Atlantic 1994 336,971 238,000 68,753(4) -- 76,916(1)
Research Operations 1993 324,250 243,188 66,372(4) 7,500 67,462(1)

Martin Weinstein ....................... 1995 462,083(5) 42,294 -- -- 4,500(1)
Senior Vice President, Gas Turbine 1994 452,000(5) -- -- -- 4,500(1)
Operations 1993 418,250(5) -- -- 11,000 4,364(1)
</TABLE>

- ------------

(1) These amounts consist of a matching contribution by the Company under the
respective 401-K Plan in which each executive officer participates ($4,497
as to Messrs. Alexander, Quicke, and Krinsly, $4,364 as to Mr. Weinstein and
$5,396 as to Mr. Savoca in 1993; $4,500 as to each named executive officer
in 1994 and 1995 (except for $6,000 with respect to Mr. Savoca in 1994 and
$7,500 in 1995), plus (i) with respect to Mr. Krinsly, $454, $399 and $304
for executive term life insurance premiums in 1993, 1994 and 1995,
respectively; (ii) with respect to Mr. Quicke, $1,238, $1,657 and $1,403 for
executive term life insurance premiums in 1993, 1994 and 1995, respectively;
and (iii) with respect to Mr. Savoca, $1,200, $1,310 and $1,622 for
executive term life insurance premiums in 1993, 1994 and 1995, respectively,
and $60,866, $69,606 and $80,483 credited as a benefit (including interest
payable at the prime rate) in 1993, 1994 and 1995, respectively, under a
Supplemental Executive Retirement Plan ('SERP') maintained by Atlantic
Research Corporation, an affiliate of the Company ('ARC') (the SERPs in
which the other named executive officers participate are defined benefit
plans, unlike the ARC plan, and are, therefore, accounted for under 'Pension
Plans').

(2) This includes one additional month's salary to cover incidental relocation
expenses.

(3) This amount represents a tax gross-up in connection with reimbursement for
moving and relocation expenses.

(footnotes continued on next page)

<PAGE>
<PAGE>
(footnotes continued from previous page)

(4) These amounts consist of the aggregate cost of personal benefits provided by
ARC; the two items that each exceed 25% of the total value of all reported
personal benefits provided to Mr. Savoca are $37,956 in 1995 and 1994
($36,144 in 1993) paid for his residence near the facilities of ARC, and
$22,539 in 1995 and $23,925 in each of 1993 and 1994 paid in connection with
ARC's 'cafeteria' plan, allowing for reimbursement of certain items with
payment of the unused balance (up to the entire amount) to the executive in
cash.

(5) This amount includes $81,000 for additional compensation ($47,250 in 1993,
representing a partial year) in connection with Mr. Weinstein's management
of another Chromalloy Gas Turbine operation, Chromalloy New York (formerly,
Chromalloy Research and Technology), commencing in June 1993 and ending upon
the termination of this temporary assignment, which shall cease no later
than May 31, 1996.

OPTIONS/SAR GRANTS IN LAST FISCAL YEAR

The following table sets forth all stock options (there are no SARs)
granted to any of the named executive officers of the Company during 1995. All
options are for shares of Class A Common Stock.

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
------------------------------------------------------
NUMBER OF PERCENT OF POTENTIAL REALIZABLE VALUE AT
SECURITIES TOTAL OPTIONS ASSUMED ANNUAL RATES OF STOCK
UNDERLYING GRANTED TO EXERCISE OR PRICE APPRECIATION FOR OPTION TERM
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION ------------------------------------
NAME GRANTED FISCAL YEAR ($/SH) DATE 5%($) 10%($)
- ------------------------------- ---------- -------------- ----------- ---------- ------------------ -----------------
<S> <C> <C> <C> <C> <C> <C>
Norman E. Alexander............ -- -- -- -- -- --
Stuart Z. Krinsly.............. -- -- -- -- -- --
John J. Quicke................. 8,500(1) 69.67 $ 24.75 2/23/00 $ 58,140 $ 128,436
Martin Weinstein............... -- -- -- -- -- --
Antonio Savoca................. -- -- -- -- -- --
</TABLE>

- ------------

(1) These options vest in three equal annual installments, commencing on the
first anniversary of the date of grant; they are non-qualified options with
respect to the 2,833 shares which first become exercisable in 1996 and
Incentive Stock Options with respect to the balance of 5,667 shares.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION/SAR VALUES TABLE

During 1995, none of the named executive officers exercised any stock
options. The following table shows the number of shares of Class A Common Stock
represented by outstanding unexercised stock

<PAGE>
<PAGE>
options (there are no SARs) held by each of the named executive officers as of
December 31, 1995. The Class A Common Stock had a closing price of $30.50 on
December 31, 1995.

<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS IN-THE-MONEY OPTIONS
AT FISCAL YEAR-END AT FISCAL YEAR-END
---------------------------- ----------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- --------------------------------------------------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Norman E. Alexander...................................... 10,000 5,000 -- --
Stuart Z. Krinsly........................................ 8,333 4,167 -- --
John J. Quicke........................................... 11,500 12,500 -- $48,875
Antonio L. Savoca........................................ 5,000 2,500 -- --
Martin Weinstein......................................... 6,200 4,800 -- --
</TABLE>

PENSION PLANS

The following tables show the estimated annual pension benefits payable to
each covered participant at normal retirement age under the Company's qualified
defined benefit pension plans, taking into account any applicable nonqualified
supplemental pension plans that provide benefits that would otherwise be denied
participants by reason of certain Internal Revenue Code limitations on qualified
plan benefits and any existing individual agreements, based on remuneration that
is covered under the plans and agreements and years of service with the Company
and its subsidiaries. There are separate pension plans within the Company for
various subsidiaries.

PENSION PLAN TABLE -- A

<TABLE>
<CAPTION>
YEARS OF SERVICE
PLAN ----------------------
COMPENSATION 35 40
- -------------------------------------------------------------------- -------- ----------
<S> <C> <C>
$ 600,000.......................................................... $341,257 $ 390,008
800,000.......................................................... 457,924 523,341
1,000,000.......................................................... 574,590 656,675
1,200,000.......................................................... 691,257 790,008
1,400,000.......................................................... 807,924 923,341
1,600,000.......................................................... 924,590 1,056,675
</TABLE>

Table A applies to Messrs. Alexander and Krinsly.

<PAGE>
<PAGE>
PENSION PLAN TABLE -- B

<TABLE>
<CAPTION>
YEARS OF SERVICE
PLAN --------------------------------
COMPENSATION 30 35 40
- ----------------------------------------------------------------------------- -------- -------- --------
<S> <C> <C> <C>
$200,000..................................................................... $ 85,036 $ 99,209 $108,209
300,000..................................................................... 130,036 151,709 165,209
400,000..................................................................... 175,036 204,209 222,209
500,000..................................................................... 220,036 256,709 279,209
600,000..................................................................... 265,036 309,209 336,209
</TABLE>

Table B applies to Mr. Quicke.

PENSION PLAN TABLE -- C

<TABLE>
<CAPTION>
YEARS OF SERVICE
------------------
PLAN COMPENSATION 5 10
- ------------------------------------------------------------------------ ------- -------
<S> <C> <C>
$150,000................................................................ $16,712 $32,363
</TABLE>

Table C applies to Mr. Savoca. Plan compensation is limited by
'SS' 401(a)(17) of the Internal Revenue Code, which is $150,000 for 1996. Plan
benefits are limited by 'SS' 415(b) of the Code, which is $120,000 annually for
1996.

PENSION PLAN TABLE -- D

<TABLE>
<CAPTION>
YEARS OF SERVICE
--------------------------------
PLAN COMPENSATION 30 35 40
- --------------------------------------------------------- -------- -------- --------
<S> <C> <C> <C>
$400,000................................................. $212,506 $232,506 $252,506
500,000................................................. 267,506 292,506 317,506
600,000................................................. 322,506 352,506 382,506
</TABLE>

Table D applies to Mr. Weinstein.

Compensation covered by the plans is total pay for services, including
elective deferrals to qualified plans, but excluding severance payments, expense
reimbursements, and other non-wage items. Compensation for Mr. Savoca also
excludes bonuses. With respect to Messrs. Alexander, Krinsly and Savoca,
benefits are based on their respective highest average annual compensation in
any five consecutive years of employment with the Company. With respect to Mr.
Quicke, benefits are based on his average compensation for all years after 1985.
With respect to Mr. Weinstein, benefits are based on his average compensation
for all years after 1979.

<PAGE>
<PAGE>
The credited years of service and plan compensation for the named executive
officers are:

<TABLE>
<CAPTION>
ESTIMATED
CREDITED YEARS PLAN
OF SERVICE* COMPENSATION
-------------- ------------
<S> <C> <C>
Alexander..................................................... 39 $1,366,311
Krinsly....................................................... 39 699,301
Quicke........................................................ 34 292,074
Weinstein..................................................... 32 491,576
Savoca........................................................ 6 150,000
</TABLE>

Benefits shown are computed as a straight life annuity beginning at age 65*
and are offset by a portion of estimated Social Security benefits, if
applicable.

- ------------

* At normal retirement age or current age if older.

EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS

The Company has entered into employment agreements with the named executive
officers listed below (supplementary retirement agreements with any of the named
executive officers are accounted for in the foregoing section, 'Pension Plans').

<TABLE>
<CAPTION>
TERM OF ANNUAL
NAME TITLE AGREEMENT COMPENSATION
- --------------------------- ----------------------------------------- --------------------- ------------
<S> <C> <C> <C>
John J. Quicke............. President and Chief Operating Officer 4/1/93 - 3/31/98(1) $413,712(2)

Antonio L. Savoca.......... Senior Vice President, Atlantic Research
Operations 3/1/91 - 2/28/97(1) $377,956(2)(3)

Martin Weinstein........... Senior Vice President, Gas Turbine
Operations 10/1/91 - 12/31/96(1) $452,000(2)(4)
</TABLE>

- ------------

(1) The term may be extended or terminated prior to expiration under certain
circumstances (including death, disability and for cause). Mr. Weinstein's
agreement provides that, in the event of a change in control of the Company,
the term of employment may be extended, at his option, for two years.

(2) These amounts reflect 1995 salaries and do not include additional incentive
compensation which may be payable.

(3) This includes a $37,956 per year housing allowance for Mr. Savoca's
residence near the ARC facilities. It does not include $23,925 paid to Mr.
Savoca through ARC's cafeteria plan.

(4) This includes $81,000 per year in connection with a temporary assignment
(for a period ending no later than May 31, 1996) to manage another
Chromalloy Gas Turbine operation, Chromalloy New York (formerly, Chromalloy
Research and Technology).

<PAGE>
<PAGE>
STOCK PERFORMANCE GRAPH -- 5 YEAR CUMULATIVE INDEX

The graph set forth below compares the annual percentage change in the
cumulative total shareholder return on an investment of $100 in the Company's
Common Stock, on an indexed basis, with the S&P 500 Stock Index and the S&P
Aerospace/Defense Index, for the period of five years ended December 31, 1995.

TOTAL RETURN TO SHAREHOLDERS
REINVESTED DIVIDENDS

[STOCK PERFORMANCE GRAPH]

<TABLE>
<CAPTION>
BASE
PERIOD RETURN RETURN RETURN RETURN RETURN
COMPANY\INDEX NAME 12/90 12/91 12/92 12/93 12/94 12/95
- ------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
SEQUA CORP-CL A.......... 100.00 76 57 59 47 58
SEQUA CORP-CL B.......... 100.00 69 47 48 39 56
S&P 500.................. 100.00 130 140 155 157 215
S&P AEROSPACE/DEFENSE.... 100.00 120 126 164 177 293
</TABLE>

<PAGE>
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD ON EXECUTIVE COMPENSATION

The Company's executive compensation program is developed and implemented
by the Company's Human Resources Department in conjunction with the Compensation
Committee of the Board of Directors. The Compensation Committee, which is
comprised of three outside directors, approves all elements of the program,
which is then ratified by the full Board of Directors. This program is based
upon objectives that seek to attract and retain key executives critical to the
success of the Company, and reward and motivate executives for performance that
maximizes Company success and shareholder value. In order to accomplish these
goals, the Company has designed a competitive base salary program and annual
incentive cash bonus plans which are predominantly geared toward achievement of
stated financial goals. In addition, stock option grants and restricted stock
grants may be awarded from time to time in order to emphasize stockholder
returns and focus on long-term goals.

Base salaries for executive officers of the Company are intended to
maintain competitive rates of pay for executives in relation to the market. The
Company competes for executive talent across a broad range of industrial and
non-industrial industry segments. The Company's Human Resources Department
collects and analyzes competitive salary data from a comprehensive group of
surveys produced by leading human resource/compensation consulting firms. In
1995, these surveys included those published by Towers Perrin, Hewitt
Associates, the Conference Board, William M. Mercer, Inc. and the American
Compensation Association, among others. These surveys disclose salary ranges for
executives at corporations comparable to the Company in size and industry mix,
including firms classified as 'S&P 500.' The Human Resources Department does not
limit its comparative analyses to companies classified as 'Aerospace/Defense,'
since it believes that the Company competes for executive talent beyond these
industries.

This analysis is presented to the Compensation Committee in the form of an
'Officer Salary Survey.' In the officers' survey, particular reliance is placed
on the findings of Towers Perrin and Hewitt Associates. Here, definitions of
survey positions, company size and industry mix most closely align with the
actual responsibilities of Sequa's executive officer group. The base salary
levels for certain of Sequa's executive officers fall at the high end of survey
ranges, although percentages are disproportionately affected by salaries paid to
those executives with extensive years of service.

The Compensation Committee's review of the competitive market resulted in
salary increases of 3% being awarded to Messrs. Alexander and Krinsly, 4.5% to
Mr. Quicke and 4% to Mr. Savoca in March 1996. The other executive officers
(excluding Mr. Weinstein) were granted increases of between 3% and 5% in March,
having been found by the Committee to require these adjustments in order to keep
up with inflation or to retain competitive salary levels. In all cases, there
was a desire to maintain the high level of motivation and contribution
associated with these executives. The Compensation Committee has determined that
the current base salaries of executive officers are reasonable. Moreover, they
have reached this conclusion in light of the detailed comparisons described
above with respect to Company size, complexity and industry mix when overlaid by
the contributions, experience and tenure of the Company's executive officers.

The Company's annual incentive bonus plans seek to motivate and reward
executives by recognizing the impact their individual accomplishments have had
on the financial performance of the Company or of a particular division during
the previous year. The named executive officers (excluding

<PAGE>
<PAGE>
Mr. Savoca), together with the Executive Vice President, Finance and
Administration, are measured by the Company's Management Incentive Bonus Plan
for Corporate Executive Officers (the 'Plan'). Three of the five Corporate
Executive Officers (as defined in the Plan) earned bonuses for 1995 based solely
on the Company's having achieved in excess of its minimum target of budgeted
earnings per share from continuing operations ('EPS'): the Chairman/Chief
Executive Officer was awarded $409,258; the Senior Executive Vice
President/General Counsel was awarded $202,062; and the Executive Vice
President/Finance and Administration was awarded $124,648. These awards reflect
an amendment to the Plan, approved at the 1995 Annual Meeting of Shareholders,
that increased the bonus opportunity for the Senior Executive Vice
President/General Counsel and the Executive Vice President/Finance and
Administration from the previous 'Minimum', 'Par' and 'Maximum' opportunities of
27.5%, 55% and 82.5% of base compensation to 30%, 60% and 90%, respectively.

At the 1995 Annual Meeting of Shareholders, the Plan was also amended to
change the criteria for bonus eligibility for the President/Chief Operating
Officer from 100% EPS to 33.3% EPS, with the other 66.6% dependent upon
operating income and return on net assets ('RONA') results for the non-gas
turbine operations which are under his direction ('Group Operations'). That
amendment was designed so that the Plan would more accurately reflect the
contributions made by Mr. Quicke not only to the Company as a whole but also to
the Group Operations. Accordingly, Mr. Quicke was awarded a bonus of $215,006,
based upon both the EPS component of his bonus formula as well as the
performance of the Group Operations, which enjoyed strong profitability in 1995.

In addition, the shareholders in 1995 amended the Plan to include the
Senior Vice President, Gas Turbine Operations (the final Corporate Executive
Officer, as defined in the Plan), on terms of 33.3% EPS and 66.6% operating
income and RONA results measured against the performance of the Gas Turbine
operations which are under his supervision. The results of the Gas Turbine
operations in 1995 resulted in no award to Mr. Weinstein with respect to that
component of his bonus; however, he did receive an award of $42,294 attributable
to the EPS component of the Plan.

The Plan was initially approved by shareholders in 1994 to comply with
Section 162(m) of the Internal Revenue Code. That section provides that
compensation of an executive officer who is required to be listed in the Summary
Compensation Table of the Proxy Statement is not tax deductible by the Company
to the extent that it exceeds $1.0 million, unless certain criteria (including
shareholder approval) have been met. Thus, bonuses (but not salaries) payable to
Corporate Executive Officers under the Plan (which complies with the
requirements of Section 162(m)) are tax deductible by the Company to the extent
that they raise total compensation of any such officer above $1.0 million. While
the terms of the Plan provide that it cannot be substantively amended without
shareholder approval (or it will no longer be in compliance with Section
162(m)), the Compensation Committee always retains discretion to impose more
restrictive, although not more generous, criteria under the Plan. For 1996, the
Compensation Committee has exercised that discretion through a requirement that
higher target percentages of budgeted EPS be achieved in order for Corporate
Executive Officers to be eligible for a bonus (or portion attributable thereto).
The terms of the original 1994 Plan provided for achievement of budgeted EPS
levels of 85% (Minimum), 100% (Par) and 115% (Outstanding). In conjunction with
the 1995 amendments to the Plan that were required to be approved by
shareholders, these bonus levels were made more difficult to achieve in 1995 by
raising them to 100% of EPS (Minimum), 200% (Par) and 300% (Outstanding). While
pursuant to the express terms of the Plan, these percentages are to return to
1994 levels for 1996 bonus calculations, the Compensation Committee has
exercised its

<PAGE>
<PAGE>
discretion to again require higher results for the payment of bonuses to
Corporate Executive Officers in 1996 by raising the levels to 300% of EPS
(Minimum), 500% (Par) and 775% (Outstanding).

Executive officers of the Company who are not Corporate Executive Officers
(as defined in the Plan) participate in separate bonus plans, dependent upon
financial performance of the Company or of a particular unit and, to a far
lesser degree, individual performance achievement or attainment by the unit of
non-financial goals. Those measurements are determined at the commencement of
each fiscal year by senior management of the Company and then submitted to the
Compensation Committee for approval. The Compensation Committee retains
discretion within the plans to recognize an executive's response to unplanned
business events or opportunities (excluding Corporate Executive Officers).

With respect to the Company's other executive and non-executive officers
who are part of the corporate staff, they were awarded bonuses for 1995 based on
the Company's having achieved in excess of minimum budgeted EPS (which measure
has been changed with respect to such individuals for 1996 from EPS to
consolidated operating income, provided that the Company achieves positive EPS
after accrual for bonus awards), as well as individual performance achievement.
With respect to Mr. Savoca, bonuses for his unit were determined by attainment
of budgeted operating income and RONA results, together, to a significantly
lesser extent, with achievement of non-financial goals by the unit. For 1995,
Mr. Savoca's unit results exceeded the predetermined criteria that had been
specifically established. He was, therefore, awarded a bonus of $250,920. All
bonuses earned with respect to 1995 were paid in early 1996.

During 1994 an effort was made to retain and motivate certain key corporate
executives of the Company through the provisional granting of restricted stock,
although no grant was made to any of the named executive officers or Corporate
Executive Officers. The period of restriction was for three years. Those grants
were made on a conditional basis, in that they were subject to shareholder
approval at the 1995 annual meeting. At that meeting, the grants were approved.
Except for 8,500 stock options granted to Mr. Quicke, no stock options were
granted in 1995 to any executive officer of the Company.

While 1995 saw some relief from the continuing effects of the decline of
the aerospace industry on both its civil and military sides, there is
recognition that the Company still has significant challenges before it.
Nevertheless, the Compensation Committee is confident that Sequa's core
executive officer group continues to be equipped to meet these challenges. The
Compensation Committee holds to the belief that the total compensation packages
provided to the Company's executive officers are competitive without being
excessive and are appropriate to assure the retention and motivation of this
highly-skilled and experienced segment of the Sequa workforce.

Gerald Tsai, Jr., Chairman
A. Leon Fergenson
Donald D. Kummerfeld

<PAGE>
<PAGE>
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS

The stockholders will be asked to ratify the appointment of Arthur Andersen
LLP as independent public accountants of the Company for the fiscal year 1996.
Arthur Andersen LLP has been regularly employed as the independent auditors for
the Company since 1940. Representatives of the firm are expected to be present
at the stockholders' 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.

THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT YOU
VOTE 'FOR' THE RATIFICATION OF THE APPOINTMENT OF THE ABOVE AUDITORS.

OTHER MATTERS

The management of the Company knows of no business other than that referred
to herein to be presented for action at the meeting. If, however, any other
business should properly come before the meeting or any adjournment thereof, it
is intended that all proxies will be voted with respect to such business in
accordance with the best judgment of the persons named in said proxies.

PROPOSALS OF STOCKHOLDERS FOR THE 1997 ANNUAL MEETING

Proposals by stockholders intended to be presented for action at the 1997
annual meeting of stockholders must be received by the Company at its principal
executive offices, 200 Park Avenue, New York, New York 10166, not later than
January 16, 1997. It is suggested that such proposals be submitted by Certified
Mail-Return Receipt Requested.

March 27, 1996

[RECYCLED LOGO] Printed on Recycled Paper

APPENDIX 1
SEQUA CORPORATION REGULAR PROXY CARD

SEQUA CORPORATION

Solicited by the Board of Directors for use at the Annual Meeting of
Stockholders of Sequa Corporation -- May 16, 1996 at 11:00 A.M., in Auditorium B
on the 5th floor, 245 Park Avenue, New York, New York.

The undersigned hereby appoints Norman E. Alexander, Stuart Z. Krinsly and
A. Leon Fergenson, and any one or more of them, attorneys and proxies, with full
power of substitution and revocation in each, for and on behalf of the
undersigned, and with all the powers the undersigned would possess if personally
present, to vote at the above Annual Meeting and any adjournment thereof all
shares of Common and Preferred Stock of Sequa Corporation that the undersigned
would be entitled to vote at such meeting.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES IN ITEM 1 AND FOR
ITEMS 2 AND 3.

1. ELECTION OF THE FOLLOWING NOMINEES AS DIRECTORS:

[ ] FOR all nominees

[ ] WITHHELD for all nominees

Messrs. Alexander, Dworman, Fergenson, Gottesman, Krinsly, Kummerfeld, LeFrak,
Quicke, Sovern, Sullivan and Tsai

[ ] WITHHELD for the following only.
(WRITE THE NAME OF THE NOMINEE(S) IN THE SPACE BELOW).

---------------------------------------------------------------------------

This proxy is continued on the reverse side. Please sign on the reverse side and
return promptly.

<PAGE>
<PAGE>
2. APPOINTMENT OF ARTHUR ANDERSEN LLP AS INDEPENDENT AUDITORS FOR 1996.

FOR [ ] AGAINST [ ] ABSTAIN [ ]

3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE
STOCKHOLDER. IF NO DIRECTION IS GIVEN WHEN THE DULY EXECUTED PROXY IS RETURNED,
SUCH SHARES WILL BE VOTED FOR ALL NOMINEES IN ITEM 1 AND FOR ITEMS 2 AND 3.

DATED: ________________ , 1996

______________________________
Signature(s)
______________________________

NOTE: Please sign as name
appears hereon. Joint owners
should each sign. When signing
as attorney, executor,
administrator, trustee,
guardian, please give full
title as such. If the signer
is a corporation, please sign
the full corporate name, by
duly authorized officer. If
shares are held jointly, each
stockholder named should sign.

APPENDIX 2
SEQUA CORPORATION EMPLOYEE PLANS PROXY CARD

EMPLOYEE PLANS SEQUA CORPORATION

The undersigned hereby appoints Norman E. Alexander, Stuart Z. Krinsly and
A. Leon Fergenson, and any one or more of them, attorneys and proxies, with full
power of substitution and revocation in each, for and on behalf of the
undersigned, and with all the powers the undersigned would possess if personally
present, to vote at the above Annual Meeting and any adjournment thereof all
shares of Class A Common and/or Preferred Stock of Sequa Corporation that the
undersigned would be entitled to vote at such meeting.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES IN ITEM 1 AND FOR
ITEMS 2 AND 3.

1. ELECTION OF THE FOLLOWING NOMINEES AS DIRECTORS:

[ ] FOR all nominees

[ ] WITHHELD for all nominees

Messrs. Alexander, Dworman, Fergenson, Gottesman, Krinsly, Kummerfeld, LeFrak,
Quicke, Sovern, Sullivan and Tsai

[ ] WITHHELD for the following only.
(WRITE THE NAME OF THE NOMINEE(S) IN THE SPACE BELOW).

------------------------------------------------------------------------------

This proxy is continued on the reverse side. Please sign on the reverse side and
return promptly.

2. APPOINTMENT OF ARTHUR ANDERSEN LLP AS INDEPENDENT AUDITORS FOR 1996.

FOR [ ] AGAINST [ ] ABSTAIN [ ]

3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.

DATED: ________________ , 1996

______________________________
Signature(s)
______________________________

APPENDIX 3
SEQUA CORPORATION CL-B PROXY CARD

CL-B SEQUA CORPORATION

The undersigned hereby appoints Norman E. Alexander, Stuart Z. Krinsly and
A. Leon Fergenson, and any one or more of them, attorneys and proxies, with full
power of substitution and revocation in each, for and on behalf of the
undersigned, and with all the powers the undersigned would possess if personally
present, to vote at the above Annual Meeting and any adjournment thereof all
shares of Common and/or Preferred Stock of Sequa Corporation that the
undersigned would be entitled to vote at such meeting.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES IN ITEM 1 AND FOR
ITEMS 2 AND 3.

1. ELECTION OF THE FOLLOWING NOMINEES AS DIRECTORS:

[ ] FOR all nominees

[ ] WITHHELD for all nominees

Messrs. Alexander, Dworman, Fergenson, Gottesman, Krinsly, Kummerfeld, LeFrak,
Quicke, Sovern, Sullivan and Tsai

[ ] WITHHELD for the following only.
(WRITE THE NAME OF THE NOMINEE(S) IN THE SPACE BELOW).

- --------------------------------------------------------------------------------

This proxy is continued on the reverse side. Please sign on the reverse side and
return promptly.

<PAGE>
<PAGE>
2. APPOINTMENT OF ARTHUR ANDERSEN LLP AS INDEPENDENT AUDITORS FOR 1996.

FOR [ ] AGAINST [ ] ABSTAIN [ ]

3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.

DATED: ________________ , 1996

______________________________
Signature(s)
______________________________

APPENDIX 4
SEQUA CORPORATION A-PF PROXY CARD

A-PF SEQUA CORPORATION

The undersigned hereby appoints Norman E. Alexander, Stuart Z. Krinsly and
A. Leon Fergenson, and any one or more of them, attorneys and proxies, with full
power of substitution and revocation in each, for and on behalf of the
undersigned, and with all the powers the undersigned would possess if personally
present, to vote at the above Annual Meeting and any adjournment thereof all
shares of Common and/or Preferred Stock of Sequa Corporation that the
undersigned would be entitled to vote at such meeting.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES IN ITEM 1 AND FOR
ITEMS 2 AND 3.

1. ELECTION OF THE FOLLOWING NOMINEES AS DIRECTORS:

[ ] FOR all nominees

[ ] WITHHELD for all nominees

Messrs. Alexander, Dworman, Fergenson, Gottesman, Krinsly, Kummerfeld, LeFrak,
Quicke, Sovern, Sullivan and Tsai

[ ] WITHHELD for the following only.
(WRITE THE NAME OF THE NOMINEE(S) IN THE SPACE BELOW).

---------------------------------------------------------------------------

This proxy is continued on the reverse side. Please sign on the reverse side and
return promptly.

<PAGE>
<PAGE>
2. APPOINTMENT OF ARTHUR ANDERSEN LLP AS INDEPENDENT AUDITORS FOR 1996.

FOR [ ] AGAINST [ ] ABSTAIN [ ]

3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.

DATED: ________________ , 1996

______________________________
Signature(s)
______________________________

APPENDIX 5
SEQUA CORPORATION BUSINESS REPLY CARD

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

NO POSTAGE
NECESSARY
IF MAILED
IN THE
UNITED STATES

BUSINESS REPLY MAIL
FIRST CLASS PERMIT NO. 2596 NEW YORK, N.Y.
POSTAGE WILL BE PAID BY ADDRESSEE

SEQUA CORPORATION
ATTN: CORPORATE SECRETARY
200 PARK AVENUE
NEW YORK, NY 10164-1882

<PAGE>
<PAGE>
SEQUA CORPORATION
ANNUAL MEETING OF STOCKHOLDERS

May 16, 1996 11:00 a.m.
245 Park Avenue
Auditorium B, 5th Floor
New York, New York 10017

If you plan to attend the Annual Meeting, please sign and return the
self-addressed, postage paid portion of this card.

You will need to present this portion of the card in order to be admitted to the
Sequa Annual Meeting on May 16, 1996.

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

I Plan to attend the Annual Meeting of Stockholders of
Sequa Corporation on May 16, 1996.

- ------------------------------------------------------
Signature

- ------------------------------------------------------
Please print/type full name as it appears on proxy card

Address:

- ------------------------------------------------------

Stock Ownership: Class A__ Class B__ Preferred
- ------------------------------------------------------
Please check one

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

STATEMENT OF DIFFERENCES
The section symbol shall be expressed as 'SS'