[LOGO]
                       THE SMITHFIELD COMPANIES

                                                                   June 24, 1997

Dear Stockholder:

     You are cordially invited to attend the Annual Meeting of Stockholders of
The Smithfield Companies, Inc. to be held at The Max, 425 Water Street,
Portsmouth, Virginia, on Wednesday, July 30, 1997 at 9:00 A.M.

     The matters scheduled for consideration at the Annual Meeting are the
election of directors and the ratification of the appointment of the Company's
independent auditors. We will also report to you on the Company's condition and
performance, and you will have ample opportunity to question management on
matters that affect the interests of all stockholders.

     Whether you plan to attend or not, please complete, sign, date and return
the enclosed proxy card in the accompanying envelope at your earliest
convenience. Your vote is important.


                               /s/ Richard S. Fuller

                               Richard S. Fuller
                               President and Chief Executive Officer

<PAGE>


                                     [LOGO]
                            THE SMITHFIELD COMPANIES


                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO OUR STOCKHOLDERS:

     The Annual Meeting of Stockholders of The Smithfield Companies, Inc. will
be held at The Max, 425 Water Street, Portsmouth, Virginia on Wednesday, July
30, 1997 at 9:00 A.M. for the following purposes:

     1. To elect directors for the ensuing year, or until their successors have
been elected and qualified;

     2. To ratify the appointment of Coopers & Lybrand L.L.P. as independent
auditors for 1998; 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 June 6, 1997 will
be entitled to notice of and to vote at the Annual Meeting or any adjournment
thereof.

     Your attention is directed to the Proxy Statement accompanying this Notice
for a more complete statement regarding the matters to be acted upon at the
Annual Meeting.

                                          By Order of the Board of
                                          Directors

                                          Peter D. Pruden, III
                                               SECRETARY

June 24, 1997

                                IMPORTANT NOTICE

     WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE,
SIGN, DATE AND RETURN THE ENCLOSED PROXY AS SOON AS POSSIBLE IN THE POSTPAID
ENVELOPE PROVIDED.

<PAGE>
                            ------------------------
                                PROXY STATEMENT
                         ANNUAL MEETING OF STOCKHOLDERS
                                 JULY 30, 1997
                            ------------------------

                                    GENERAL

     The following information is furnished in connection with the solicitation
on behalf of the Board of Directors of proxies to be used at the Annual Meeting
of Stockholders (the "Meeting") of The Smithfield Companies, Inc. ("the
Company") to be held Wednesday, July 30, 1997, at the time and place and for the
purposes set forth in the accompanying Notice of Annual Meeting of Stockholders,
and at any adjournment thereof. Stockholders may revoke their proxies at any
time prior to their exercise by written notice to the Company, by submitting a
proxy bearing a later date, or by attending the Meeting and requesting to vote
in person.

     The cost of solicitation of proxies will be borne by the Company.
Solicitation is being made by mail, and if necessary may be made in person, or
by telephone, telegram or special letter by officers and regular employees of
the Company acting without compensation other than regular compensation. Proxies
properly executed will be voted at the Annual Meeting or any adjournments
thereof in the manner specified therein.

     The approximate mailing date of this Proxy Statement and the accompanying
proxy is June 24, 1997.

              OUTSTANDING STOCK, RECORD DATE AND VOTING SECURITIES

     The only class of outstanding voting securities of the Company is its
Common Stock, no par or stated value (the "Common Stock").

     Stockholders of record at the close of business on June 6, 1997 will be
entitled to vote at the Meeting. On that date, the Company had outstanding
1,190,049 shares of Common Stock. Each share of Common Stock is entitled to one
vote at the Meeting. The presence in person or by proxy of the holders of a
majority of the issued and outstanding shares of Common Stock will constitute a
quorum for the transaction of such business as shall come before the Meeting.
Voting rights of the Common Stock are non-cumulative, so that holders of a
majority of the outstanding shares represented at the Meeting can elect all of
the directors.

     Presence in person or by proxy of the holders of a majority of the
outstanding shares of Common Stock entitled to vote at the Meeting will
constitute a quorum. Shares for which the holder has elected to abstain or to
withhold the proxies authority to vote on a matter will count toward a quorum,
but "broker non-votes" will not count toward a quorum. Except for the election
of directors, approval of other matters to be considered at the Meeting will
require the affirmative vote of the holders of at least a majority of the share
of outstanding Common Stock represented at the Meeting. If a stockholder,
present in person or by proxy, abstains on any matter, the stockholder's shares
will not be voted on such matter. Thus an abstention from voting on a matter has
the same legal effect as a vote "against" the matter, even though the
stockholder may interpret such action differently. Conversely, broker non-votes
have no effect on the vote. With respect to the election of directors, the
nominees receiving the greatest number of votes cast for the election of
directors will be elected.

                                       1

<PAGE>

                             PRINCIPAL STOCKHOLDERS

     The only persons known by the Company to own beneficially more than 5% of
the Company's Common Stock, the only class of outstanding voting securities of
the Company, as of June 6, 1997, are:



     NAME AND ADDRESS OF          AMOUNT AND NATURE OF     PERCENT
       BENEFICIAL OWNER           BENEFICIAL OWNERSHIP     OF CLASS
------------------------------    --------------------     --------
James L. Cresimore                       252,118(1)         20.9%
P.O. Box 17743
Raleigh, NC 27619

SF Investments, Inc.                     214,248            17.7%
R Thompson-Wilmington Trust
Rodney Square North
Wilmington, DE 19890

Peter D. Pruden, III                     186,876(2)         15.5%
311 County Street
Portsmouth, VA 23704

Richard S. Fuller                        176,683(3)         14.6%
311 County Street
Portsmouth, VA 23704

Quest Advisory Corp.                      95,200             7.9%
1414 Avenue of the Americas
New York, NY 10019

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

     (1) Includes 3,500 shares owned by Mr. Cresimore's wife as to which Mr.
Cresimore disclaims beneficial ownership and which Mr. Cresimore's wife has sole
voting power and investment power.

     (2) Includes 5,000 shares subject to presently exercisable stock options
and 2,000 shares held as custodian under the Uniform Gift to Minors Act.
Includes 5,588 shares in which Mr. Pruden had a vested interest pursuant to the
Company's Employee Stock Ownership Plan for which he exercises voting power but
does not exercise dispositive power.

     (3) Includes 7,500 shares subject to presently exercisable stock options
and 200 shares owned by Mr. Fuller's wife as to which Mr. Fuller disclaims
beneficial ownership and which Mr. Fuller's wife has sole voting power and
investment power. Includes 6,983 shares in which Mr. Fuller had a vested
interest pursuant to the Company's Employee Stock Ownership Plan for which he
exercises voting power but does not exercise dispositive power.

                                       2

<PAGE>

                             ELECTION OF DIRECTORS

     Two directors will be elected at the Annual Meeting to serve for terms of
three years expiring on the date of the Annual Meeting in 2000. Each director
will continue in office until a successor has been elected. If any nominee is
unable to serve, which the Board of Directors has no reason to expect, proxies
will be voted for the remaining nominees or such other person or persons as may
be designated by the Board of Directors. The names of the nominees for directors
of the Company and the names of directors of the Company whose terms of office
will continue after the Annual Meeting are listed in the following table.

<TABLE>
<CAPTION>
                                                                              SHARES OF STOCK
                                                                               BENEFICIALLY
                               DIRECTOR          PRINCIPAL OCCUPATION           OWNED AS OF       PERCENTAGE
 NAME AND AGE OF DIRECTORS       SINCE         AND OTHER INFORMATION(1)        JUNE 6, 1997        OF CLASS
---------------------------    ---------    ------------------------------    ---------------     ----------
<S>                            <C>          <C>                               <C>                 <C>

NOMINEES FOR TERM ENDING
  IN 2000

James L. Cresimore (69)          1985       Chairman of Allegiance                252,118(2)         20.9%
                                              Brokerage Company; Chairman
                                              of the Board
                                              of the Company
Richard S. Fuller (50)           1981       President and Chief Executive         176,683(3)         14.6%
                                              Officer of the Company
CONTINUING DIRECTORS WHOSE
  TERM ENDS IN 1998
Bernard C. Baldwin, III          1996       Partner with the law firm of              100            *
  (53)                                        Edmunds & Williams
Frank H. Buhler (70)             1985       Chairman and C.E.O. of Old             10,020(4)         *
                                              Dominion Box Co.
CONTINUING DIRECTORS WHOSE
  TERM ENDS IN 1999
Peter D. Pruden, III (52)        1981       Executive Vice President and          186,876(5)         15.5%
                                              Secretary of the Company
Edward Acree (72)                1983       President of Edward Acree and          22,978             1.9%
                                              Assoc.
All Directors and Officers                                                        656,065            54.3%
  as a Group (7 persons)
</TABLE>
---------------
     *   Less than 1%.

     (1) There has been no change in principal occupation or employment during
past five years.

     (2) Includes 3,500 shares owned by Mr. Cresimore's wife as to which Mr.
Cresimore disclaims beneficial ownership and which Mr. Cresimore's wife has sole
voting power and investment power.

     (3) Includes 6,983 shares in which Mr. Fuller had a vested interest
pursuant to the Company's Employee Stock Ownership Plan. Includes 7,500 shares
subject to presently exercisable stock options. Includes 200 shares owned by Mr.
Fuller's wife as to which Mr. Fuller disclaims beneficial ownership and which
Mr. Fuller's wife has sole voting power and investment power.

     (4) Includes 4,980 shares owned by Mr. Buhler's wife as to which Mr. Buhler
disclaims beneficial ownership and which Mr. Buhler's wife has sole voting power
and investment power.
                                       3

<PAGE>

     (5) Includes 5,588 shares in which Mr. Pruden had a vested interest
pursuant to the Company's Employee Stock Ownership Plan. Includes 2,000 shares
held as custodian under the Uniform Gift to Minors Act. Includes 5,000 shares
subject to presently exercisable stock options.

              COMPLIANCE WITH BENEFICIAL OWNERSHIP REPORTING RULES

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors, executive officers and persons who own more than 10% of the Company's
Common Stock, to file with the Securities and Exchange Commission initial
reports of ownership of the Company's Common Stock on Form 3 and reports of
changes therein on Form 4 and 5. Based on its review of the forms required by
Section 16(a) of the Securities Exchange Act of 1934 that have been received by
the Company or written representations from certain reporting persons that no
statements on Form 5 were required, the Company believes that all filing
requirements applicable to its officers, directors or beneficial owners of
greater than 10% of its Common Stock have been complied with.

                 INFORMATION CONCERNING THE BOARD OF DIRECTORS
DIRECTORS' FEES

     Directors, who are not employees of the Company, receive $1,100 for each
Board meeting attended and $500 for each committee meeting attended.

     Edward Acree, a director of the Company is the President of Edward Acree &
Associates, a marketing consulting firm which renders services to the Company.
Edward Acree & Associates received $12,000 from the Company during the 1997
fiscal year.

     Bernard C. Baldwin, III, a director of the Company, is a partner with the
law firm of Edmunds & Williams, the Company's Counsel. Edmunds & Williams was
paid $20,601 in fees during the 1997 fiscal year.

COMMITTEES OF THE BOARD OF DIRECTORS AND MEETING ATTENDANCE

     The Board of Directors held four meetings during the year. The committees
of the Board of Directors include a Compensation Committee and an Audit
Committee. The Board has no nominating Committee.

     The Compensation Committee includes Edward Acree, Chairman, James L.
Cresimore and Frank H. Buhler. The committee approves the compensation to be
paid to the Company's executive officers and also approves the issuance of stock
options under the Company's Stock Option Plan. The committee held two meetings
during the year.

     The Audit Committee includes Frank H. Buhler, Chairman, Edward Acree and
Bernard C. Baldwin, III. The Committee's primary responsibility is the
recommendation to the Board of Directors of a firm to be engaged by the Company
as its independent public accountants and to review the results of the
independent accountants' examination and recommendations with respect to
accounting practices and procedures and internal control. The Committee held one
meeting during the year.

     All Directors of the Company attended at least 75% of all meetings of the
Board and of Committees of the Board on which they served.

                                       4

<PAGE>

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     James L. Cresimore, Chairman of the Board of the Company, serves on the
Compensation Committee. Mr. Cresimore is not an employee, nor does he receive a
salary (other than director's fees) from the Company.

     Frank H. Buhler, a director of the Company is Chairman and C.E.O. of Old
Dominion Box Co. which supplies packaging materials to the Company. Old Dominion
Box Co. received $7,674 from the Company during the 1997 fiscal year.

     The Company believes the terms of these arrangements are competitive with
those available from unaffiliated vendors and are in the normal course of
business.

EMPLOYMENT AGREEMENTS

     The Company has employment agreements, dated June 7, 1988 with Richard S.
Fuller and Peter D. Pruden, III. These employment agreements are initiated only
if an individual or entity owns an 24% interest in the Company's Common Stock by
direct or beneficial ownership and the employee is still in the employment of
the Company. Until an 20% interest in the Company's Common Stock is owned by an
individual or entity, Messrs. Fuller and Pruden are at will employees of the
Company. If the employment agreement is initiated, the employee will receive a
gross annual salary of an amount equal to the highest annual salary ever
received by the employee from the Company. The term of the employment agreements
are five years from the date they are initiated. In the event of a "change in
control" of the Company, the employee may terminate his employment and receive a
one time severance pay of three times the employee's annual salary. "Change in
control" is defined as (a) the acquisition by a third person or entity of 30% or
more of the Company's outstanding shares or (b) a transaction that results in
the persons who were directors of the Company before the transaction ceasing to
constitute a majority of the Board of Directors of the Company and the Board
fails to recommend the transaction to the stockholders of the Company.

                                       5

<PAGE>

EXECUTIVE COMPENSATION

     The following table sets forth the annual and long-term compensation for
the Company's Chief Executive Officer and its other executive officers whose
annual compensation exceeded $100,000 as well as the total compensation paid to
each individual for the Company's two previous fiscal years.

                           SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
                                                                                 LONG-TERM
                                                                                COMPENSATION
                                                ANNUAL COMPENSATION                AWARDS
                                        -----------------------------------     ------------
         NAME AND                                              OTHER ANNUAL        STOCK            ALL OTHER
    PRINCIPAL POSITION         YEAR     SALARY      BONUS      COMPENSATION       OPTIONS        COMPENSATION (1)
---------------------------    -----    -------     ------     ------------     ------------     ----------------
                                          ($)        ($)           ($)              (#)                ($)
<S>                            <C>      <C>         <C>        <C>              <C>              <C>
Richard S. Fuller,             1997     123,282     37,041        27,500(2)            --             11,696
  President and Chief          1996     119,226     50,000             *               --             18,076
  Executive Officer            1995     116,019     49,754             *               --              6,714

Peter D. Pruden, III           1997     104,199     21,938        20,625(2)            --             10,343
  Executive Vice               1996     100,769     24,279             *               --             14,681
  President                    1995      98,064     18,842             *               --              5,144
</TABLE>
---------------
*Perquisites during the year were not in excess of the lesser of $50,000 and 10%
of salary and bonus. There is no other "Other Annual Compensation."

(1) These amounts include Company contributions to its Profit Sharing Plan and
Employee Stock Ownership Plan allocated to each named executive officer.

(2) During January 1997, the Company offered cash compensation to holders of
stock options with an expiration date of no later than May 16, 1999. The Company
offered the difference between $11.50 and the option price for the shares. This
amount represents the compensation paid for those stock options.

                             OPTION/SAR GRANT TABLE

     There were no options or SAR's granted to executive officers during the
year ended March 31, 1997.

             AGGREGATE OPTION/SAR EXERCISES IN THE LAST FISCAL YEAR
                     AND FISCAL YEAR END OPTION/SAR VALUES

<TABLE>
<CAPTION>
                                                                                                VALUE OF UNEXERCISED
                                                              NUMBER OF UNEXERCISED                 IN-THE-MONEY
                                                                OPTIONS/SARS AS OF                  OPTIONS/SARS
                                                                     3/31/97                        AS OF 3/31/97
                         SHARES ACQUIRED       VALUE      ------------------------------    -----------------------------
        NAME               ON EXERCISE       REALIZED     EXERCISABLE     UNEXERCISABLE     EXERCISABLE     UNEXERCISABLE
---------------------    ----------------    ---------    -----------     --------------    -----------     -------------
                               (#)              ($)           (#)              (#)              ($)              ($)
<S>                      <C>                 <C>          <C>             <C>               <C>             <C>
Richard S. Fuller               0                0            7,500             0             $30,000          0
Peter D. Pruden, III            0                0            5,000             0             $20,000          0
</TABLE>

     The fair market value of a share of common stock on March 31, 1997 was
$10.75.

                                       6

<PAGE>
                         COMPENSATION COMMITTEE REPORT
                           ON EXECUTIVE COMPENSATION

     The Compensation Committee of the Board is comprised of nonemployee
directors and has the responsibility for establishing general compensation and
employee benefit policies and the specific compensation of the Company's
executive officers. The Compensation Committee also has the authority to fix the
terms of and grant options under the Company's Stock Option Plan. Conceptually,
the committee believes bonuses should only be awarded for above average
performance.

     In general, the Compensation Committee strives to meet the following
objectives in making compensation decisions: 1) provide overall compensation
that equals industry standards to ensure the Company's ability to attract and
retain highly qualified personnel; 2) re-enforce performance objectives through
the use of incentive compensation programs, 3) reward excellent individual
performance with special consideration to specific projects completed or adverse
conditions overcome; and 4) provide incentive to contribute to the long-term
growth of the Company and shareholder value. The committee believes the
compensation paid for the year ended March 31, 1997 met its objectives. There
are currently three principal components to executive compensation -- salaries,
bonuses and stock options. Total compensation is weighted more heavily on
incentives that are based on the income generated by each operating division of
the Company.

     BASE COMPENSATION: Base salaries are determined annually based on the
executive's background, experience and overall performance with the Company. The
committee annually examines market compensation levels and trends observed in
the labor market. Salary decisions are determined by the committee in a
subjective annual review considering all of the above informal policies and
practices, with consideration given to direct input from the Chief Executive
Officer ("CEO"). This annual review consists of discussions with the CEO and
considers the decision-making responsibilities, experience and work performance
of each executive. After considering all of these objectives, the committee
recommended increases in base compensation of approximately 3% during the year.

     ANNUAL BONUS PLAN: Bonuses are determined annually on the basis of an
informal plan which sets targets that an individual may achieve. The established
targets are set at the beginning of the fiscal year. Minimum income standards
based on a rate of return on assets must be established before a bonus is
received. The CEO's input is considered when setting measures and goals for
other executive officers. Bonus awards for most executive officers are
calculated pursuant to a formula based on pre-tax income, either on a
consolidated basis or for a particular subsidiary and also includes amounts for
pre-established goals during the year. Bonus awards for fiscal 1997 averaged 23%
of the executive base salary compared to an average of 32% for fiscal 1996. The
decrease was because 1996 included amounts associated with the successful sale
of the Company's Bunker Hill division.

     STOCK OPTIONS: Individual stock option grants are determined by the
committee on an individual basis to provide executive officers long term
incentives to increase shareholder value.

     CEO COMPENSATION: In evaluating compensation for the chief executive
officer, the Compensation Committee has historically followed the same
principles generally applicable to other executive officers. Base compensation
for 1997 for the CEO increased 3% over 1996 which was comparable to the other
executive officers. For fiscal 1997 the Compensation Committee recommended a
bonus for Mr. Fuller which was based on the committee's view of his leadership
and individual performance, the Company's 1997 earnings and the execution of key
Company strategies. Mr. Fuller's fiscal 1997 bonus amounted to 30% of his base
salary compared to 42% for fiscal 1996.

                 By the Compensation Committee
                  Edward Acree, Chairman, Frank H. Buhler, James L. Cresimore


                                       7

<PAGE>
                               PERFORMANCE GRAPH

     The following graph sets forth the cumulative shareholder return (assuming
reinvestment of dividends), for the period from March 31, 1992 through March 31,
1997 from an investment of $100 in: 1) The Company's Common Stock 2) The Russell
2000, a small-cap overall market index, and 3) a Company-selected peer group
(the Peer Group Index)


                                    [GRAPH]

                                3/92   3/93   3/94   3/95    3/96   3/97

                                        CUMULATIVE TOTAL RETURN

THE SMITHFIELD COMPANIES, INC.  100    105     97    124     161    161
THE PEER GROUP INDEX            100    103    123    176     158    148
THE RUSSELL 2000                100    115    127    135     174    183




The Peer Group Index, which is weighted by market capitalization, consists of
five publicly traded companies in the food manufacturing industry whose business
and operations are believed by the Company's management to be comparable to
those of the Company. The Companies included in the Peer Group Index are:
Doughtie's Foods, Inc., Provena Foods, Inc., Seneca Foods Corp., Stokely USA,
Inc., and Goodmark Foods, Inc.

                            APPOINTMENT OF AUDITORS

     Subject to ratification by the shareholders the Board of Directors has
re-appointed Coopers & Lybrand L.L.P. as independent accountants to audit the
financial statements of the Company for the current fiscal year.

     Representatives of Coopers & Lybrand L.L.P. are expected to be present at
the Annual Meeting and will have an opportunity to make a statement if they so
desire and will be available to respond to appropriate questions.

                                       8

<PAGE>
                      1998 ANNUAL MEETING OF STOCKHOLDERS

     Any shareholder desiring to make a proposal to be acted upon at the 1998
Annual Meeting must present such proposal to the Company no later than March 31,
1998, by certified mail, return receipt requested.

                                 OTHER MATTERS

     As of the date of this Proxy Statement, management of the Corporation has
no knowledge of any matters to be presented for consideration at the Annual
Meeting other than those referred to above. If any other matters properly come
before the Annual Meeting, the persons named in the accompanying proxy intend to
vote such proxy, to the extent entitled, in accordance with their best judgment.

     Copies of the Company's Annual Report on Form 10-K for the year ended March
31, 1997, as filed with The Securities and Exchange Commission, can be obtained
without charge, upon written request to: Mark D. Bedard, Chief Financial
Officer, The Smithfield Companies, Inc., The Smithfield Building, 311 County
Street, Suite 203, Portsmouth, Virginia 23704.

                                By Order of the Board of Directors,
                                            Peter D. Pruden, III
                                                  SECRETARY

June 24, 1997


                                       9

<PAGE>
                         THE SMITHFIELD COMPANIES, INC.
                                                                       PROXY

          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS


The undersigned hereby appoints Richard S. Fuller and Peter D. Pruden, III, as
Proxies, each with the power to appoint his substitute and hereby authorizes
them to represent and to vote, as designated on the reverse side, all the
shares of common stock of The Smithfield Companies, Inc. held on record by the
undersigned on June 6, 1997, at the annual meeting of shareholders to be
held on July 30, 1997, or any adjournment thereof.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
EACH PROPOSAL.

PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.

Please sign exactly as your name(s) appear(s) on the books of the Company. Joint
owners should each sign personally. Trustees and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.


HAS YOUR ADDRESS CHANGED?                        DO YOU HAVE ANY COMMENTS?

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

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

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

<PAGE>


[X] PLEASE MARK VOTES AS IN THIS EXAMPLE
                                                                With-  For All
THE SMITHFIELD COMPANIES, INC. 1. Election of Directors.   For   hold   Except
                                                           [ ]   [ ]     [ ]
                                          James L. Cresimore
                                          Richard S. Fuller

                                     INSTRUCTION: To withhold authority to vote
                                     for any individual nominee, mark the "For
                                     All Except" box and strike a line through
                                     that nominee's name.
                                                            For  Against Abstain
                                  2. Proposed to ratify the [ ]    [ ]     [ ]
                                     appointment of
                                     Coopers & Lybrand LLP as the
                                     independent public accountants of the
                                     Corporation.

                                  3. The transaction of any other business which
                                     may properly come before the Meeting.
                                     Management at present knows of no other
                                     business to be presented at the Meeting.

Please be sure to sign and date      Mark box at right if an address change  [ ]
this Proxy.   Date ------------      or comment has been noted on the
                                     reverse side of this card.

------------------------------
Shareholder sign here

------------------------------
Co-owner sign here