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                       KREISLER MANUFACTURING CORPORATION

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

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

                               NOVEMBER 26, 1996

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TO OUR STOCKHOLDERS:

         The annual meeting of stockholders of KREISLER MANUFACTURING
CORPORATION (the "Company") will be held on Tuesday, November 26, 1996 at 1:30
P.M. (prevailing time), at the office of the Company, 5960 Central Avenue,
Suite H, St. Petersburg, Florida 33707 for the following purposes:

         1. To elect directors, as described in the accompanying Proxy
Statement.

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

         The Board of Directors has fixed October 18, 1996 as the record date
(the "Record Date") for the determination of stockholders entitled to vote at
the meeting. Only stockholders of record at the close of business on that date
will be entitled to notice of, and to vote at, the meeting.

         YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. WHETHER OR
NOT YOU EXPECT TO ATTEND THE MEETING IN PERSON, YOU ARE URGED TO SIGN, DATE AND
PROMPTLY RETURN THE ENCLOSED PROXY. A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR
YOUR CONVENIENCE; NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.

                                           By order of the Board of Directors.



                                           EDWARD L. STERN, Secretary

October 22, 1996

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                       KREISLER MANUFACTURING CORPORATION
                          5960 CENTRAL AVENUE, SUITE H
                         ST. PETERSBURG, FLORIDA 33707

                                PROXY STATEMENT

         The enclosed proxy is solicited by and on behalf of Kreisler
Manufacturing Corporation (the "Company") for use at the annual meeting of
stockholders to be held on Tuesday, November 26, 1996 at 1:30 p.m. (prevailing
time) at the offices of the Company, 5960 Central Avenue, Suite H, St.
Petersburg, Florida 33707, and at any postponement or adjournment thereof. The
approximate date on which this Proxy Statement and the accompanying form of
proxy will first be sent or given to stockholders is October 25, 1996.

         Sending in a signed proxy will not affect the stockholder's right to
attend the annual meeting and vote in person since the proxy is revocable. Any
stockholder giving a proxy has the power to revoke it by, among other methods,
giving written notice to the Secretary of the Company at any time before the
proxy is exercised.

         The expense of the proxy solicitation will be borne by the Company. In
addition to solicitation by mail, proxies may be solicited in person or by
telephone, telegraph, facsimile transmission or teletype by directors, officers
of employees of the Company without additional compensation. The Company is
required to pay the reasonable expenses incurred by record holders of the
Company's Common Stock who are brokers, dealers, banks or voting trustees, or
their nominees, for mailing proxy material and annual shareholder reports to
any beneficial owners of the Company's Common Stock they hold of record, upon
request of such recordholders.

         A form of proxy is enclosed. If properly executed and received in time
for voting, and not revoked, the enclosed proxy will be voted as indicated in
accordance with the instructions thereon. If no directions to the contrary are
indicated, the persons named in the enclosed proxy will vote all shares of
Company Common Stock for the election of all nominees for directorships, as
described herein.

         The enclosed proxy confers discretionary authority to vote with
respect to any and all of the following matters that may come before the
meeting: (i) matters which the Company does not know, a reasonable time before
the proxy solicitation, are to be presented at the meeting; (ii) approval of
the minutes of a prior meeting of stockholders, if such approval does not
amount to ratification of the action taken at the meeting; (iii) the election
of any person to any office for which a bona fide nominee is unable to serve or
for good cause will not serve; and (iv) matters incident to the conduct of the
meeting. In connection with such matters, the persons named in the enclosed
form of proxy will vote in accordance with their best judgment.

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         The Company had 485,512 shares of Common Stock outstanding at the
close of business on October 18, 1996, the record date for the determination of
stockholders entitled to receive notice of and to vote at the annual meeting.
The presence, in person or by proxy, of stockholders entitled to cast at least
a majority of the votes which all stockholders are entitled to cast on a
particular matter constitutes a quorum for the purpose of considering such
matter. Each share of the Company's Common Stock outstanding is entitled to one
vote on each matter which may be brought before the annual meeting.

                             PRINCIPAL STOCKHOLDERS

         The following table sets forth information as of October 18, 1996 with
respect to the persons known by the Company to be the beneficial owners of more
than five percent of its Common Stock and with respect to the Company's Common
Stock beneficially owned by all directors and officers of the Company as a
group:

Name and Address                        Amount Beneficially         Percent of
of Beneficial Owner                           Owned (1)                Class  
-------------------                     -------------------         ----------
Trust created u/w/o                         170,817 (2)                35.2
Lucile Stern f/b/o
Edward L. Stern

Edward L. Stern                              48,736 (3)                10.0
5960 Central Avenue, Suite H
St. Petersburg, Florida  33707

Heine Securities Corporation                 72,130 (4)                14.9
51 John F. Kennedy Parkway
Short Hills, NJ 07078

All directors and officers of                73,991 (3)                50.4
the Company as a group (5 persons)

(1)      The securities "beneficially owned" by an individual are determined in
         accordance with the definition of "beneficial ownership" set forth in
         the regulations of the Securities and Exchange Commission and,
         accordingly, may include securities owned by or for, among others, the
         wife and/or minor children of the individual and any other relative
         who has the same home as such individual, as well as other securities
         as to which the individual has or shares voting or investment power or
         has the right to acquire within 60 days after October 18, 1996.
         Beneficial ownership may be disclaimed as to certain of the
         securities.

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(2)      Edward L. Stern, Chairman of the Board and President of the Company,
         is trustee of the Trust created under the Will of Lucile M. Stern for
         the benefit of Edward L. Stern and in such position exercises sole
         voting and investment power with respect to the shares of the Company
         held of record by the Trust (see "Executive Compensation and other
         information").

(3)      This figure excludes the shares owned of record by the Trust created
         under the Will of Lucile M. Stern for the benefit of Edward L. Stern.
         Additionally, the figure does not include 32,383 shares of Common
         Stock beneficially owned by four children of Mr. Stern, as to which
         Mr. Stern disclaims beneficial ownership. Mr. Stern has sole voting
         and investment power with respect to the 48,736 shares held in his own
         name as well as the shares beneficially owned by the Trust. This
         figure also includes 1,000 shares beneficially owned by Mr. Krupp and
         12,128 shares and 12,127 shares owned respectively by Edward A. Stern
         and Michael D. Stern.

(4)      This information is based upon the information disclosed in Amendment
         3 to Schedule 13G filed by Heine Securities Corporation ("HSC") with
         the Securities and Exchange Commission on February 14, 1990. HSC is
         the investment adviser to Mutual Series Fund, Inc. ("Mutual Series"),
         a Maryland corporation which is an open-end investment company
         registered under the Investment Company Act of 1940. Mutual Series is
         the legal owner of the shares of common stock reflected above as being
         beneficially owned by HSC. Pursuant to investment advising agreements
         with Mutual Series, HSC has sole investment discretion and voting
         authority with respect to such securities.

                             ELECTION OF DIRECTORS

                                  (Proposal 1)

         The By-laws of the Company provide that the Board of Directors shall
consist of not less than three directors and subject to this limitation, the
number of directors may be fixed from time to time by action of the
stockholders or the directors. The Board of Directors by resolution has set the
number of directors at five.

         The following table sets forth information concerning the Company's
nominees for election to the Board of Directors. If any of the nominees become
unable or for good cause will not serve, the persons named in the enclosed
proxy will vote in accordance with their best judgment. The Company expects all
nominees to be willing and able to serve. Directors of the Company serve until
the next annual meeting of stockholders and until their successors have been
elected and qualified.

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                                                  Director
                                                   of the
                              Principal            Company       Age as of
                              Occupation            Since    October 18, 1996
                              ----------          --------   ----------------

Edward L. Stern         Chairman of the Board       1968              66
                        and President of the
                        Company 

Robert S. Krupp         Financial Consultant        1989              45

Harry Brill-Edwards     President, Gas Turbine      1994              54
                        Consulting 

Edward A. Stern         Vice-President, Kreisler    1994              35
                        Industrial Corporation

Michael D. Stern        Vice-President Kreisler     1994              30
                        Industrial Corporation


         Except for Robert S. Krupp and Harry Brill-Edwards each of the
nominees is an executive officer of the Company or its wholly owned subsidiary
Kreisler Industrial Corporation and has had the same principal occupation or
employment over the past five years. Four of the nominees beneficially own
Common Stock. Edward L. Stern and Robert S. Krupp's ownership of Common Stock
is discussed under "Principal Stockholders". Edward A. Stern and Michael D.
Stern are owners of record and beneficial owners of 12,128 and 12,127 shares
respectively. Edward A. Stern and Michael D. Stern are the sons of Edward L.
Stern.

         From May 1987 until October 1988, Mr. Krupp was a Partner/Consultant
with the Canaan Group, Ltd., a Venture Capital Consulting firm. Prior hereto,
from May 1985 until May 1987, Mr. Krupp was a self-employed financial
consultant and from December 1980 until May 1985, Mr. Krupp was Vice
President-Finance of Kinetics Technology International, Inc., an engineering
firm.

         From 1966 to 1993 Harry Brill-Edwards worked for Chromalloy Gas
Turbine Corporation. He became President of the Chromalloy Research and
Technology Division in 1979. In 1987 he was promoted to Chief Operating Officer
of Chromalloy Gas Turbine Corporation with full responsibility for Chromalloy's
worldwide operations comprising 28 divisions. In 1993 Mr. Brill-Edwards founded
Gas Turbine Consultants, a technology, marketing and planning consulting
company.

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         Edward A. Stern is Vice President of Administration, responsible for
sales, purchasing, production control and costing. Prior to joining Kreisler
his experience included five years with American Airlines in the Corporate
Finance area.

         Michael D. Stern is Vice President of Operations, responsible for
sales, manufacturing, engineering quality and costing. Prior to joining
Kreisler he was a marketing representative for Aetna Life and Casualty and a
member of their Connections Executive Training program.

                          SUMMARY COMPENSATION TABLE

Name and
Principal
Position                            Year                     Salary ($)
---------                           ----                     ----------
Edward L. Stern                     1996                      130,000
President-CEO                       1995                      130,000
                                    1994                      130,000


         Each director of the Company who is not an officer receives a fee of
$10,000 per year, in addition to the reimbursement of expenses to attend each
meeting. Harry Brill-Edwards, director, received $67,450 compensation as a
consultant.

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                       KREISLER MANUFACTURING CORPORATION
               ANNUAL MEETING OF STOCKHOLDERS, NOVEMBER 26, 1996
                 SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

         The undersigned hereby constitutes and appoints Edward L. Stern, as
attorney-in-fact and proxy of the undersigned, with full power of substitution,
for and in the name, place and stead of the undersigned to appear at the annual
meeting of Stockholders of Kreisler Manufacturing Corporation (the "Company")
to be held on the 26th day of November, 1996 and at any postponement or
adjournment thereof, and to vote all of the shares of Common Stock of the
Company which the undersigned is entitled to vote, with all the powers and
authority the undersigned would possess if personally present. The undersigned
hereby directs that this proxy be voted as follows:

           1.  For the election of the nominees listed below to serve as
               directors, as described in the accompanying Proxy Statement.
               (To withhold authority to vote for the nominees listed below
               check this box [ ].

         Edward L. Stern         Harry Brill-Edwards         Michael D. Stern

         Robert S. Krupp         Edward A. Stern

INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name on the line provided below.

_______________________________________________________________________________

           2.  To transact such other business as may properly come before this
               meeting or any postponement or adjournment thereof.

         THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS DIRECTED. IF NO
DIRECTIONS TO THE CONTRARY ARE INDICATED IN THE BOXES PROVIDED, THE PERSONS
NAMED HEREIN INTEND TO VOTE FOR THE ELECTION OF THE NOMINEES FOR DIRECTORS
LISTED.

         THIS PROXY CONFERS CERTAIN DISCRETIONARY AUTHORITY DESCRIBED IN THE
PROXY STATEMENT. THE ATTORNEY AND PROXY NAMED HEREIN MAY EXERCISE ALL OF THE
POWERS HEREUNDER.

         The undersigned hereby acknowledges receipt of the Company's Proxy
Statement relating to the 1996 Annual Meeting of Stockholders and the Company's
Annual Report to Stockholders for 1996.

                                      Dated ____________________________, 1996
                                                   (Please date)

                                            _____________________________(SEAL)
                                              (Stockholders Signature)

                                            _____________________________(SEAL)
                                              (Stockholders Signature)

         It would be helpful if you signed your name or names exactly as it
appears hereon, indicating any official position representative capacity.