UNION BANKSHARES COMPANY
              66 Main Street
          Ellsworth, Maine 04605

                            March 27, 1998
                                          



Dear Stockholder:

The 1998 Annual Meeting of the Stockholders of Union Bankshares Company
will be held at 11:00 a.m. on Thursday, April 16, 1998 at the White Birches
Restaurant, Route 1, Hancock, Maine.  The directors and officers join me in
inviting you to attend the meeting.

Enclosed are the Clerk's official Notice of Annual Meeting, a proxy statement
and a form of proxy.  Please sign the proxy and return it in the enclosed 
self-addressed envelope so that your shares will be voted at the meeting if 
you are unable to attend.

We look forward to seeing you on April 16.

                              Very truly yours,



                              Peter A. Blyberg
                              President


PAB/cc
Enclosures



     It is important that proxies be returned promptly.  Each stockholder is
urged to fill in, date and sign the enclosed proxy and mail it in the self-
addressed envelope provided.  In the event a stockholder decides to attend the
meeting, he or she may, if he or she wishes, revoke his or her proxy and vote
his or her shares in person.


                        UNION BANKSHARES COMPANY                   
                     
                NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                      TO BE HELD APRIL 16, 1998

     Notice is hereby given that the Annual Meeting of the Stockholders of
Union Bankshares Company (the "Company") will be held at the White Birches
Restaurant, Route 1, Hancock, Maine on April 16, 1998 at 11:00 a.m. to consider
and act upon the following proposals:

l.   To set the number of directors at 16.

2.   To elect as directors the nominees listed in the enclosed Proxy Statement.

3.   To elect Sally J. Hutchins as Clerk of the Company.

4.   To ratify the Board of Directors' selection of Berry, Dunn, McNeil & Parker
     as independent auditors of the Company for 1998.

5.   To transact such other business as may properly come before the meeting
     or any adjournment thereof.
          
     Stockholders of record as of the close of business on February 25, 1998
will be entitled to notice of and to vote at the meeting.

                         By Order of the Board of Directors
                         Sally J. Hutchins, Clerk


                             UNION BANKSHARES COMPANY
                                66 MAIN STREET
                             ELLSWORTH, MAINE 04605
                     
                               PROXY STATEMENT
                        MAILING DATE:  MARCH 27, 1998
                     
                        ANNUAL MEETING OF STOCKHOLDERS
                     TO BE HELD THURSDAY, APRIL 16, 1998

     This Proxy Statement is furnished to the Stockholders of Union Bankshares
Company (the "Company") in connection with the solicitation of proxies on 
behalf of the Company for use at the Annual Meeting of Stockholders (the 
"Meeting") to be held on Thursday, April 16, 1998 at 11:00 a.m. at the White 
Birches Restaurant, Route 1, Hancock, Maine pursuant to the accompanying 
Notice of Annual Meeting of Stockholders.  A form of proxy for use at
the Meeting and a return envelope for the proxy are enclosed.  The proxy, when
properly executed, will be voted on behalf of the stockholder in the manner 
directed in the form of proxy.  A stockholder who executes the proxy may, 
prior to its use, revoke it by written instrument, by a subsequently executed 
proxy or, if he or she attends the Meeting, by notifying the Clerk or by 
giving notice at the Meeting.

     Proxies are being solicited by the Board of Directors of the Company
principally through the mail.  Proxies may also be solicited personally or by
telephone by regular employees of the Company.  The entire expense of
solicitation, including cost of preparing, assembling and mailing the proxy
materials, will be borne by the Company.

               VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

     As of February 2, 1998, the Company had outstanding 482,767 shares of its
common stock (the "Common Stock"), par value $12.50 per share, each share of
which is entitled to one vote upon each of the matters presented at the Meeting.
Only stockholders of record at the close of business on February 25, 1998 are
entitled to vote at the Meeting.  The presence at the Meeting, in person or by
proxy, of the holders of a majority of the shares of Common Stock entitled to 
vote will constitute a quorum.  Assuming a quorum is present, action may be 
taken by the holders of a majority of the shares present and voting on any 
matter brought before the Meeting.  Under applicable Maine law, abstentions 
and shares otherwise not voting will not be deemed present and voting for 
this purpose. Votes recorded by proxy will be counted immediately prior to the 
Meeting and the results will be announced at the Meeting. Stockholders who are 
present will have an opportunity to vote on each matter brought before the 
Meeting.

     The following table lists, as of February 2, 1998, the number of shares of
Common Stock and the corresponding percentage of total Common Stock
beneficially owned by the only stockholder who is the beneficial owner of more 
than five percent of the Common Stock of the Company.

Name and Address
of Beneficial Owner      Common Stock Beneficially Owned  Percent of Class

Almarach Associates PA, LP
MME Suite 100
3993 Huntingdon Pike
Huntingdon, PA  19006               31,473                      6.52

     The following table lists, as of February 2, 1998, the number of shares of
Common Stock, including directors' qualifying shares, and the corresponding
percentage of total Common Stock beneficially owned by each director and
nominee for director, including the chief executive officer of the Company, and 
by all executive officers and directors as a group.  The information set forth 
below is based upon director questionnaires distributed and completed by each 
director and nominee, and upon stock records maintained by the Company.

Name                        Common Stock                  Percent
                         Beneficially Owned               of Class

Arthur J. Billings              168                           *
Peter A. Blyberg                266                           *
Robert S. Boit               21,330                          4.42
Richard C. Carver             1,292                           *
Peter A. Clapp                   80                           *
Sandra H. Collier               168                           *
Robert B. Fernald               440                           *
Douglas A. Gott                 606                           *
David E. Honey                  556                           *
Thomas R. Perkins             2,523                           *
Casper G. Sargent, Jr.        2,670                           *
John V. Sawyer, II            2,578                           *
Stephen C. Shea              13,696                          2.84
Richard W. Teele                440                           *
Paul L. Tracy                   468                           *
Richard W. Whitney               62                           *
Total Ownership of all 
  listed directors and 
  other officers             48,590                         10.06

*Represents ownership of less than 1%.

     For purposes of the above table, beneficial ownership has been determined
in accordance with the provisions of Rule13d-3 promulgated under the Securities
Exchange Act of 1934, as amended, unde rwhich, in general, a person is deemed to
be the beneficial owner of a security if he or she has or shares the power to 
vote or to direct the voting of the security or has the power to dispose of, 
or to direct the disposition of, the security, or if he or she has the right 
to acquire beneficial ownership of the security within 60 days.

                     SECTION 16 (a) BENEFICIAL OWNERSHIP
                         REPORTING COMPLIANCE

     Based upon copies of Forms 3, 4 and 5 submitted to and retained by the 
Company, the Company knows of no director, officer or beneficial owner of more 
than ten percent (10%) of the total outstanding shares of Common Stock who 
either failed to file an appropriate ownership report with the Securities and 
Exchange Commission, or who filed such report other than on a timely basis.
                     
                           ELECTION OF OFFICERS
                     
     Management recommends that the number of directors for the coming year 
be set at 16.  The Bylaws of the Company provide for not fewer than 10 nor 
more than 25 directors, with the directors serving "staggered terms" of three 
years.  The Board of Directors has nominated for re-election to three year 
terms at the 1998 Annual Meeting Messrs. Gott, Honey, Sargent, Sawyer, Tracy 
and Whitney.  Each of the nominees has consented to be named as a nominee 
and to serve if elected.  In the event any nominee shall be unable to
serve, discretionary authority is reserved by management to vote for a 
substitute to be nominated by the Board.

     There are no arrangements or understandings between any nominee, director,
executive officer or associate of any of the foregoing and any other
person pursuant to which the nominee was or is to be elected as a director or an
executive officer.  There is no family relationship among any director, officer
or person nominated to become a director or executive officer.

     The following table sets forth the names, occupations, ages and terms of
service of all directors and nominees. Each director is also presently a 
director of the Company's banking subsidiary, Union Trust Company (the "Bank").

                                                                    Year First
                                                                    Elected as
                         Principle Occupation           Age as of  Director of
                         Now and for Past 5 years        4/18/98   the Company
Term expires in 1998:

Douglas A. Gott           Owner, Douglas A. Gott & Sons,    64         1986
                          General Contractors

David E. Honey            Retired; Former Manager, Swans    69         1984
                          Island Electric Cooperative

Casper G. Sargent, Jr.    Owner, Sargent's Real Estate      68         1984
                          Corporation                        

John V. Sawyer, II        President, Worcester-Sawyer       64         1984
                          Agency; Chairman of the Board 
                          of the Company and the Bank

Paul L. Tracy             President and owner of Winter     35         1995
                          Harbor Agency; Vice President 
                          and co-owner of Schoodic Insurance
                          Services

Richard W. Whitney        Dentist                           69         1984


Term expires in 1999:

Peter A. Blyberg          President and CEO of the          54         1993  
                          Company and the Bank       
                          since April 1, 1996; former
                          Executive Vice President of the
                          Company and the Bank; former
                          Vice President for
                          Commercial Banking at Chemical
                          Bank

Robert S. Boit            Retired President and CEO         67         1984   
                          of the Company and the Bank

Peter A. Clapp            President, Blue Hill Garage       53         1995   

Sandra H. Collier         Attorney at Law, Sandra Hylander  46         1992
                          Collier Law Offices

Richard W. Teele          Retired; Secretary and former     66         1984
                          Executive Vice President and 
                          Treasurer of the Company and the Bank

Term expires in 2000:

Arthur J. Billings        President, Barter Lumber Company  42         1990  

Richard C. Carver         Owner and Manager, Carver Oil     65         1984
                          Company and Carver Shellfish, Inc.

Robert B. Fernald         Treasurer, A.C. Fernald Sons,     64         1986
                          Inc. and Jordan-Fernald

Thomas R. Perkins         Retired Pharmacy Owner; Retired   67         1984
                          Legislative Liason MSHA; Retired 
                          Maine Legislator (Senator)

Stephen C. Shea           Treasurer, E.L. Shea, Inc.;       51         1988 
                          President Shea Leasing    

                                     COMMITTEES

     The Bylaws of the Company provide that, at the annual meeting of the
Directors, the Board shall designate from among its members an Executive 
Committee.  The Executive Committee possesses all of the powers of the Board 
of Directors with regard to ordinary operations of the business of the Company 
when the Board is not in session, subject to any specific vote of the Board.  
The Executive Committee currently is comprised of Messrs. Blyberg, Boit, 
Fernald, Sargent, Sawyer, and Shea.

     The Bylaws of the Company provide that the Board of Directors may elect or
appoint such other committees, as it may deem necessary or convenient to the
operations of the Company.  The Company does not have a standing audit, 
nominating or compensation committee.  No other committees have been appointed.

     Nominees for election to the Board of Directors are selected by the full 
Board. The Board of Directors will consider nominees recommended by stockholders
if submitted in writing to Sally J. Hutchins, Clerk, Union Bankshares Company, 
66 Main Street, Ellsworth, Maine 04605 not less than three months in advance of 
the date of the annual meeting.

     The Board of Directors of the Company met twelve times in 1997.  Each 
director attended at least seventy-five percent of the total number of 
meetings of the Board of Directors and of committees, of which he or she was a 
member, held during that year.

                            EXECUTIVE OFFICERS

     Each executive officer of the Company is identified in the following table,
which also sets forth the respective office, age and period served in that
office of each person listed.  Executive officers are elected annually by the 
Board of Directors.

                                                                    Year First
                                                                    Elected to
Name                    Principal Occupation Now              Age     Office
                        and for Past 5 Years

John V. Sawyer, II      Chairman of the Board of the            64       1984
                        Bank and the Company since 
                        October 1, 1988, Director since 1974

Peter A. Blyberg        President and CEO of the Bank and the   54       1993
                        Company since April 1, 1996; former
                        Executive Vice President, COO and
                        Treasurer of the Bank and Company
                        since 1995.  Formerly Executive Vice
                        President and COO of the Bank and
                        Company since 1993. Former Vice
                        President for Commercial Banking at
                        Chemical Bank

John P. Lynch           Senior Vice President and               51       1996
                        Senior Banking Officer of the 
                        Bank and the Company
                        since 1995.  Formerly Senior Vice
                        President-Loans of the Bank.

Sally J. Hutchins       Vice President, Treasurer,              42       1988
                        Controller and Clerk of the 
                        Bank since 1996; Vice
                        President and Clerk of the Company
                        since 1993. Formerly Vice President, 
                        Controller, Personnel Officer and Clerk.

Peter F. Greene         Vice President, Senior Bank Services    38       1996
                        Officer of the Bank since 1997.  Vice
                        President of the Company since 1996.  
                        Formerly Vice President, Operations 
                        Officer since 1993.

Rebecca J. Sargent      Vice President, Senior Trust Officer    33       1996
                        of the Bank and Company since 1996.  
                        Formerly Assistant Vice President and 
                        Trust Officer of the Bank since 1994.
                        Formerly with the law firm of Loughlin 
                        and Wade, Portsmith, New Hampshire

Richard W. Teele        Secretary of the Company since 1988.    66       1988
                        Retired in 1995 from the Bank.Formerly
                        Executive Vice President, Treasurer 
                        and Secretary.


               COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
                     
     The following table sets forth all annual compensation received during each
of the Company's last three fiscal years by Mr. Blyberg who is the only 
executive officer for whom such compensation exceeded $100,000 in any 
reported year. Mr. Blyberg serves in comparable positions with both the Bank 
and the Company. Executive compensation is paid by the Bank.
                     
                     
                            SUMMARY COMPENSATION TABLE
                     
                                                   Long Term Compensation
                           Annual Compensation     Awards      Payouts
(a)                (b)     (c)      (d)    (e)   (f)   (g)       (h)      (i)
                                          Other
Name                                     Annual Restricted            All Other
And                                      Compen- Stock            LTIP  Compen-
Principal                 Salary   Bonus sation Award(s) Options/ Payouts sation
Position           Year     ($)      (4)    ($)  (s)     SARs#   ($)     ($)

Peter A. Blyberg   1995  $125,000  $5,265   $0   $0      0        $0     $ 6,543
President and      1996  $133,335  $5,000   $0   $0      0        $0     $10,382
Chief Executive    1997  $132,750  $5,150   $0   $0      0        $0     $ 5,532
Officer

     Each director of the Bank who is not also an officer is paid a director's 
fee in the amount of $250 for each meeting attended, including meetings of the 
Board committees of which the director is a member.  Director's fees are paid 
by the Bank and are not separately paid for attendance at meetings of the 
Board of Directors of the Company.  John V. Sawyer, II, who serves as Chairman 
of the Board receives a salary of $26,000 per annum from the Bank but does not
receive director's fees for attendance at Board and Committee meetings.  No 
director has received any other compensation for Board or committee 
participation or other special assignments.

     The Bank maintains a non-contributory defined benefit pension plan funded 
by a trust (the "Plan").  All full time employees who are at least 21 years 
of age and have completed one year of service participate in the Plan.  
Compensation attributable to the Plan has not been included in the Summary 
Compensation Table set forth above.  Annual contributions to the Plan are 
computed on an actuarial basis to provide a normal retirement benefit of 
60% of average annual salary minus 50% of the participant's social security 
benefit, with a downward adjustment if the participant, at the time
of retirement, has completed less than 25 years of service.  "Average Annual 
Salary" is determined by calculating the average basic compensation of the 
participant exclusive of bonuses for the three highest consecutive years 
prior to attaining the age of 65; provided, however, that for the purpose 
of such calculation base compensation in any year may not exceed $160,000.  
The Plan provides "Normal Retirement Benefits" to participants who terminate 
their employment after attaining the age of 65 or after completing five
years of accredited service with the Bank. The accrued benefit of a participant 
who retires prior to age 65 is his or her normal benefit adjusted by a fraction
which represents his or her Bank employment time divided by the Bank
employment time he or she would have had by age 65.  Payment options include 
single life annuities and joint annuities.  The Plan provides death benefits to
beneficiaries of employees who meet conditions of early retirement (age 55 and
10 years of service) prior termination of employment as follows.  Non-spousal
benefit:  accrued benefit at date of death paid monthly over a 10 year period.
Spousal benefit:  actuarial equivalent of the non-spousal death benefit paid 
either monthly over a 10 year period or a single life annuity.  If employee 
does not meet conditions for early retirement, a survivor annuity may be 
payable, if married.  The Plan does not provide a disability benefit.  Mr. 
Blyberg is a participant in the Plan.  For purposes of the Plan, Mr. Blyberg 
has four credited years of service.

     The table below illustrates retirement compensation for representative
salary brackets and years of service with the Bank.  1997 maximum - social 
security at age 65 = $15,912.

            PENSION PLAN TABLE


Reenumeration                     Years of Service
                   15        20         25         30          35
$120,000        $38,426   $51,235    $64,044    $64,044     $64,044
$130,000        $42,026   $56,035    $70,044    $70,044     $70,044
$140,000        $45,626   $60,835    $76,044    $76,044     $76,044
$150,000        $49,226   $65,635    $82,044    $82,044     $82,044
$160,000        $58,826   $70,435    $88,044    $88,044     $88,044

     The foregoing table illustrates the value of retirement benefits at the
compensation levels indicated.  Benefits are expressed in today's dollars.

     In addition to the foregoing defined benefit pension plan, the Bank has 
entered into deferred compensation agreements with certain of its executive 
employees, including Mr. Blyberg, pursuant to which, subject to continued 
employment with the Bank and certain other conditions, such executive employees 
are entitled to receive certain retirement and disability benefits.  Pursuant 
to his agreement with the Bank, Mr. Blyberg is entitled to receive monthly 
payments in the amount $4,152.17, for a period of ten years following the first 
to occur of death or retirement after reaching the age of 65 years.  Under the 
terms of the agreement, Mr. Blyberg may elect to retire early after reaching 
the age of 60 years, in which event he would be entitled to receive a 
proportionately reduced monthly benefit.  In addition to the foregoing
benefits, under the terms of the agreement, in the event that Mr. Blyberg
is permanently disabled prior to attaining the age of 65 years, he would be 
entitled to receive a disability benefit in the amount of $2,000 per 
month from the date of his disability until he reached the age of 65.  Upon 
reaching age 65, he would be entitled to receive the deferred compensation 
benefit described above.  The obligations of the Bank under these
deferred compensation agreements is unfunded, but the Bank has purchased
insurance contracts on the lives of all covered employees, including Mr. 
Blyberg, in amounts which are estimated to be sufficient to fund all amounts 
payable under the agreements.

     The Bank also has entered into salary continuation agreements with certain 
of its executive officers, including Mr. Blyberg, pursuant to which, should he
terminate his employment, either voluntarily or involuntarily, within three
years of a change of control or other "business combination" as defined in the
Company's bylaws, he would be entitled to receive an amount equal to the lesser 
of (i) three times the total compensation paid to him in the last full fiscal 
year prior to termination of his employment, less one dollar, or (ii) the 
maximum amount permitted without such payment being deemed an "excessive 
parachute payment" within the meaning of Section 208- g of the Internal 
Revenue Code.

     Neither the Bank nor the Company has a formal compensation committee.  Mr.
Blyberg, in his capacity as President and Chief Executive Officer, has made
compensation recommendations to the Executive Committee of the Board of
Directors with respect to all employees, other than himself.  The 
recommendations were then considered by the Board of Directors, which also 
formulated a compensation recommendation with respect to Mr. Blyberg.  All 
compensation recommendations were then considered and voted upon by the full 
Board of Directors. Mr. Blyberg is a member of the Board of Directors and a 
member of the Executive Committee.  He has abstained from participating in 
discussions or recommendations regarding his own compensation.
                     
        REPORT OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION
                     
     The Board of Directors of the Bank has no formal compensation policy
applicable to compensation decisions with respect to its executive officers.  
While there are no objective criteria which specifically relate corporate 
performance to compensation determinations, in formulating its recommendation 
with respect to compensation of Mr. Blyberg during the last fiscal year, the 
Board of Directors considered, among other factors, the seniority and experience
of Mr. Blyberg and the relationship of his compensation to that of other 
executive officers employed by the Bank and to persons holding comparable 
positions at other similarly situated banks in Maine. In reaching its 
determination as to the compensation of Mr. Blyberg, the Board of
Directors did not use any objective measure of the Bank's performance but
considered, in general, the performance of the Bank in relationship to that of 
other similarly situated banks in Maine.

     The forgoing report regarding compensation has been submitted by the
Board of Directors, including Douglas A. Gott, David E. Honey, Casper G. 
Sargent, Jr., John V. Sawyer, II, Richard W. Whitney, Peter A. Blyberg, Robert 
S. Boit, Peter A. Clapp, Sandra H. Collier, Richard W. Teele, Arthur J. 
Billings, Richard C. Carver, Robert B. Fernald, Thomas R. Perkins, Stephen C. 
Shea and Paul L. Tracy.

                            PERFORMANCE GRAPH
                     
     The following graph provides a comparison of total shareholder return on
the Common Stock of the Company with that of other comparable issuers.  The
following graph illustrates the estimated yearly percentage change in the 
Company's cumulative total shareholder return on its Common Stock for each of 
the last five years.  For purposes of comparison, the graph also illustrates 
comparable shareholder return of NASDAQ banks as a group as measured by the 
NASDAQ Banks Stock Index.  The graph assumes a $100 investment on December 31, 
1993 in the common stock of the Company and the NASDAQ banks as a group and 
measures the amount by which the market value of each, assuming reinvestment of 
dividends, has increased as of December 31 of each calendar year since the base 
measurement point of December 31, 1993.


INSERT LINE GRAPH FOR COMPARISON PURPOSES


     Common Stock of the Company is not actively traded on any market, and
therefore, no market index is available for the purpose of determining the 
market price of such common stock as of any particular date.  The foregoing 
graph is based upon a good faith determination of approximate market value for 
each year indicated based on anecdotal information available to the Company as 
to the value at which its common stock has traded in isolated transactions from 
time to time. Therefore, although the graph represents a good faith estimate of 
shareholder return as reflected by market value, the valuations utilized are, 
of necessity, estimates and may not accurately reflect the actual value at 
which common stock has traded in particular transactions as of
any of the dates indicated.

                           SELECTION OF AUDITORS
                     
     The Board recommends that the stockholders ratify its selection of
Berry, Dunn, McNeil & Parker as independent auditors of the Company for
1998.

     Berry, Dunn, McNeil & Parker has assisted the Company with preparation of
periodic filings with the Security and Exchange Commission and has also assisted
the Bank with preparation of filings with the Federal Reserve Board.  In 
addition, Berry, Dunn, McNeil & Parker performed services for the Bank in 
connection with the preparation of income tax filings. All services rendered 
by Berry, Dunn, McNeil & Parker were approved by the Board of Directors, 
which considered the possible effect of such services on the independence 
of Berry, Dunn, McNeil & Parker.  Management anticipates that Berry, Dunn, 
McNeil & Parker will render comparable services to the Bank and the
Company in 1998.

     Stockholder approval of the selection of auditors is not required, but the 
Board is of the view that an expression of opinion by the stockholders as to the
appropriateness of this selection is desirable.  The Board recommends that its
selection of Berry, Dunn, McNeil & Parker be ratified.  If its selection is not
ratified, the Board will take action to appoint a different auditor.  It is
expected that a representative of Berry, Dunn, McNeil & Parker will be present 
at the Meeting, will have an opportunity to make a statement if he or she so 
desires and will be available to respond to appropriate questions.


                               OTHER MATTERS
                     
     Management knows of no other matters to be presented for action at the 
Meeting. If any of the nominees for the office of Director become unavailable 
for election or if any other matters properly come before the Meeting, the 
shares represented by proxies will be voted with respect thereto in 
accordance with the judgement of the person voting the proxies.

                    STOCKHOLDERS PROPOSALS FOR NEXT ANNUAL MEETING
                     
     Stockholders may submit proposals for consideration at the 1999 annual 
meeting, which is presently scheduled for April 15, 1999.  In order to 
be included in the Company's proxy statement and form of proxy relating to 
that meeting, such proposals must be received by the Company no later 
than December 16, 1998. Proposals should be addressed to Peter A.
Blyberg, President, Union Bankshares Company, 66 Main Street, Ellsworth, Maine
04605.

Ellsworth, Maine                  By Order of the Board of Directors
March 27, 1998                    Sally J. Hutchins,
                                  Clerk




UNION BANKSHARES COMPANY       PROXY         The undersigned hereby appoints
     66 Main Street                          Sally J. Hutchins and Peter A.
  Ellsworth, Maine 04605                     Blyberg as Proxies, each with
This proxy is solicited on behalf of the     power to appoint a substituteand
          Board of Directors                 hereby authorizes them to
                                             represent and vote as designated
                                             below, all the shares of common
                                             stock of the Company held of
                                             record by the undersigned as of
                                             the close of business on February
                                             25, 1998, at the annual meeting
                                             of stockholders to be held on
                                             April 16, 1998, or at any
                                             adjournment thereof.

1.   To set the number of Directors at 16:
     For            Against             Abstain

2.   To elect as Directors of the Company:
     Douglas A. Gott, David E. Honey, Casper G. Sargent, Jr., John V.
     Sawyer II, Paul L. Tracy, Richard W. Whitney

           VOTE FOR ALL LISTED NOMINEES
           AUTHORITY TO VOTE FOR DIRECTORS IS WITHHELD
           VOTE FOR LISTED NOMINEES EXCEPT THE FOLLOWING: 
    (Instruction: To withhold authority to vote for any nominee, write the 
     name of the nominee(s) in the space provided below.)
     

3.   To elect Sally J. Hutchins as Clerk of the Company
     For            Against             Abstain

4.   To ratify the Board of Directors' selection of Berry, Dunn, McNeil & Parker
     as independent auditors of the Company for 1998
     For            Against             Abstain

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

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED ON BEHALF OF THE UNDERSIGNED
STOCKHOLDER IN THE MANNER DIRECTED HEREIN. IF NO DIRECTION IS MADE, THIS PROXY  
WILL BE VOTED IN FAVOR OF THE NOMINEES LISTED IN PROPOSALS 2 AND 3, AND IN FAVOR
OF PROPOSALS 1 AND 4, AND IN THE DISCRETION OF MANAGEMENT WITH RESPECT TO ANY  
OTHER MATTERS WHICH MAY COME BEFORE THE MEETING.

Please sign exactly as name appears below. Only one joint tenant need sign.  
When signing as attorney, executor, administrator, trustee or guardian, or in
any representative capacity, please give full title.
                                          
   Dated____________________________, 1998
                                          
Signature_________________________________
                                                                           
Signature_________________________________