<PAGE>
                            SCHEDULE 14A

                           (Rule 14a-101)
                INFORMATION REQUIRED IN PROXY STATEMENT
                       SCHEDULE 14A INFORMATION
             PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
                    SECURITIES EXCHANGE ACT OF 1934


Filed by the registrant  [X]
Filed by a party other than the registrant  [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

                          MONARCH AVALON, INC.
-----------------------------------------------------------------------
            (Name of Registrant as Specified in its Charter)


-----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Payment of filing fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(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 previous paid:
    (2) Form, Schedule or registration statement no.:
    (3) Filing party:
    (4) Date Filed:
<PAGE>
MONARCH AVALON, INC.
4517 Harford Road
Baltimore, Maryland 21214


                                         August 29, 1997

Dear Stockholder:

     Your Company cordially invites you to attend the 1997 Annual
Meeting of Stockholders which will be held at 3:00 P.M. on Friday,
October 3, 1997, at the Center Club, U.S.F.&G. Building, 100 Light
Street, Baltimore, Maryland.

     The Notice of Annual Meeting and Proxy Statement accompanying
this letter describes the business to be transacted at the Annual
Meeting.  A copy of the Annual Report to Stockholders is also
enclosed herewith.

     Whether you plan to attend or not, we urge you to sign, date
and return the enclosed proxy card in the postage-paid envelope
provided, in order that as many shares as possible may be
represented at the Annual Meeting.  Returning your proxy does
not deprive you of your right to attend the Annual Meeting and
vote your shares in person.

     A majority of the outstanding shares of Common Stock must be
represented at the Annual Meeting in order to transact business,
and accordingly, the vote of every stockholder is important.  Your
cooperation in returning your executed proxy promptly will be
appreciated.

                          Sincerely,

                          /s/ JACKSON Y. DOTT

                          Jackson Y. Dott,
                          President
<PAGE>
Notice of Annual Meeting of Stockholders
to be held October 3, 1997



To the Stockholders of
Monarch Avalon, Inc.

     Notice is hereby given that the Annual Meeting of the
Stockholders of Monarch Avalon, Inc. (the "Company") will
be held on Friday, October 3, 1997 at 3:00 P.M., prevailing
local time, at the Center Club, U.S.F.&G. Building, 100 Light
Street, Baltimore, Maryland for the following purposes:

     (1)  To elect a Board of four Directors to hold office
for the ensuing year and until their successors are elected
and qualified.

     (2)  To consider and approve the grant of stock options
to certain directors of the company.

     (3)  To ratify the appointment of Deloitte & Touche LLP
as the Company's independent accountants for the fiscal year
ending April 30, 1998.

     (4)  To transact such other business as may be properly
brought before the Annual Meeting.

     Stockholders of record at the close of business on August
25, 1997 are the only stockholders entitled to notice of and
to vote at the Annual Meeting of Stockholders.


                       By Order of the Board of Directors

                       /s/ STEVEN M. SZEKELY,

                       Steven M. Szekely,
                       Secretary


August 29, 1997

STOCKHOLDERS ARE URGED TO COMPLETE, DATE AND EXECUTE THE ENCLOSED
PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE.  SHOULD YOU
DESIRE TO VOTE YOUR SHARES IN PERSON AT THE ANNUAL MEETING, YOU
MAY DO SO EVEN THOUGH YOU HAVE PREVIOUSLY RETURNED THE ENCLOSED
PROXY.
<PAGE>
MONARCH AVALON, INC.
4517 Harford Road
Baltimore, Maryland 21214

PROXY STATEMENT
for the Annual Meeting of Stockholders to be held on Friday,
October 3, 1997 at 3:00 p.m. at the Center Club, U.S.F.&G.
Building, 100 Light Street, Baltimore, Maryland.

INFORMATION CONCERNING THE SOLICITATION

     This proxy statement is furnished in connection with the
solicitation of proxies on behalf of the Board of Directors of
Monarch Avalon, Inc. (the "Company") to be voted at the company's
Annual Meeting of Stockholders to be held on October 3, 1997 at
3:00 p.m., prevailing local time, and any adjournments and
postponements thereof (the "Annual Meeting").  A stockholder
may revoke his proxy at any time prior to its use by execution
of another proxy bearing a later date or by notifying the
Secretary of the Company in writing.  The proxy materials are
being mailed to stockholders on or about August 29, 1997.
     The cost of preparing, assembling and mailing the proxy
materials and of reimbursing brokers, nominees and fiduciaries
for the out-of-pocket and clerical expense of transmitting
copies of the proxy materials to the beneficial owners of shares
held of record by such persons will be borne by the Company.
The Company does not intend to solicit proxies otherwise than
by use of the mails, but certain officers and regular employees
of the Company may, without additional compensation, use their
personal efforts, by telephone or otherwise, to obtain proxies.
     The principal executive offices of the Company are located
at 4517 Harford Road, Baltimore, Maryland 21214.

OWNERSHIP OF VOTING SECURITIES

     Only stockholders of outstanding Common Stock of the Comapny
of record at the close of business on August 25, 1997 are entitled
to notice of and to vote at the Annual Meeting.  On August 25,
1997, 1,619,820 shares of Common Stock were outstanding, each of
which is entitled to one vote.  There is no provision for cumulative
voting.
     As set forth below under "Directors and Officers," Mr. A. Eric
Dott and Mr. Jackson Y. Dott are the only beneficial owners as of
August 25, 1997 of more than 5% of the Company's outstanding Common
Stock who are known to the Company.
<PAGE>
DIRECTORS AND OFFICERS

     The address of each of the Directors and Officers of the Company
is c/o Monarch Avalon, Inc., 4517 Harford Road, Baltimore, MD 21214.
<TABLE>
<CAPTION>
Name, Age, Principal                      Common Stock
Occupations(s) and                        Beneficially
Business Experience            Director     Owned On        Percent Of
During Past 5 Years             Since   August 25, 1997(1)   Class(2)
------------------------------------------------------------------------
<S>                            <C>      <C>                 <C>
A. Eric Dott, Age 70             1970      553,490(3)(4)       26.1%
Chairman of the Board at the
Company since 1990. Mr. Dott
is the father of Jackson Y. Dott,
President of the Company.

Jackson Y. Dott, Age 39          1987      467,529(5)          22.1%
President, Treasurer and Chief
Executive Officer at the company
since 1990.  Mr. Dott is the son
of A. Eric Dott, Chairman of
the Company.

David F. Gonano, Age 50          1996       40,000(5)          1.9%
Certified Public Accountant;
Partner in tax department of
Wolpoff and Company, LLP
since 1992, Personal Financial
Specialist.

Helen Delich Bentley, Age 73     1995       43,080(5)          2.0%
President of Helen Bentley and
Associates, Inc. since 1995;
Consultant for The Port of
Baltimore since 1995; Member
of the U.S. House of Repre-
sentatives from 1985-1995.

Steven M. Szekely, Age 73         N/A          -0-             0.0%
Executive Vice President of
the Company since 1979 and
Secretary of the Company
since 1990.

Marshall Chadwell, Age 57         N/A          -0-             0.0%
Chief Financial Officer of the
Company since 1996.  Controller
of the Company since 1995.
Served as Business Manager
of Wesley, Inc. from 1991 to
1995.

All Directors and Executive
Officers as a group (6 persons)   N/A      1,104,099(6)       52.1%
</TABLE>
-------------------
(1) Unless otherwise indicated, all shares are held with sole voting
and investment power.
(2) The calculation of percent of class is based on the number of
shares of Common Stock outstanding as of August 25, 1997 assuming
exercise of the options held by such nominee.
(3) Includes 300,000 shares purchasable upon the exercise of an option.
Such option can only be exercised in the event of the following: an
individual or entity acquires the Company's Common Stock to the extent
in which they have greater than twenty percent of the total number of
outstanding shares of the Company's Common Stock; an individual or
entity makes a tender offer for thirty percent or more of the Company's
outstanding Common Stock; or an individual or entity proposes the
election of a director or slate of directors opposed to any directors
or slate of directors proposed by the management of the Company.  Mr.
Dott may only exercise the option within sixty days following any of
the above events.
(4) Includes 80,000 shares purchasable upon the exercise of an option.
(5) Includes 40,000 shares purchasable upon the exercise of an option.
(6) Included in the shares beneficially owned are 500,000 shares
purchasable by the directors and executive officers as a group upon
exercise of options held by them.
<PAGE>
PROPOSAL ONE: ELECTION OF DIRECTORS

     The Board of Directors of the Company has fixed the number of
directors at four.  Mr. A. Eric Dott, Mr. Jackson Y. Dott, Mr.
David F. Gonano and Mrs. Helen Delich Bentley have been nominated
for a term of one year and until their successors are elected and
qualified.  Each of the nominees is a member of the present Board
of Directors.  Proxies solicited hereby cannot be voted for a
greater number of persons than the number of nominees named.  If
at the time of the Annual Meeting any of the nominees should be
unable or decline to serve, the discretionary authority provided
in the proxy may be exercised to vote for a substitute or sub-
stitutes.  The Board of Directors has no reason to believe that
any substitute nominee will be required.
     The Board of Directors recommends that stockholders vote FOR
the election of each of the nominees.
     It is intended that unless contrary instructions are given,
the persons named in the accompanying proxy will vote all proxies
in favor of the nominees listed above to serve for the coming year
and until their successors are elected and qualified.

COMMITTEES OF THE BOARD OF DIRECTORS AND MEETING ATTENDANCE

     The Board of Directors met four times during the last fiscal
year.  The Board has a standing Audit Committee, but does not have
nominating or compensation committees.
     The Audit Committee consists of David F. Gonano and Helen
Delich Bentley.  The Committee met with the Company's independent
accountants once during the last fiscal year.  The Audit Committee
recommends engagement of the Company's independent accountants,
reviews the arrangements and scope of the audit and the performance
of the independent accountants, reviews the financial statements,
considers comments made by the independent accountants with respect
to the Company's system of internal accounting control and reviews
non-audit services provided by the Company's independent accountants.
     No director attended less than 75% of the aggregate number of
meetings of the Board of Directors and any Board committee on which
such director served.
     The Company's Directors receive no cash compensation for their
services as Directors.  As compensation for his services as dir-
ectors of the Company, on July 19, 1994 Jackson Y. Dott was granted
an option to purchase 40,000 shares of Common stock for $2.00 per
share.  As compensation for her services as a director of the
Company, on April 5, 1995 Helen Delich Bentley was granted an option
to purchase 40,000 shares of the Company's Common Stock for $2.00
per share.  As compensation for his services as a director of the
Company, on August 15, 1996 David F. Gonano was granted an option
to purchase 40,000 shares of the Company's Common Stock for $2.00
per share.  As compensation for his services as a director of the
Company, on April 21, 1997 A. Eric Dott was granted an option to
purchase 80,000 shares of the Company's Common Stock for $2.00
per share.
     Mr. Jackson Y. Dott's, Mr. A. Eric Dott's. Mrs. Bentley's
and Mr. Gonano's options will expire on September 30, 1997.

CERTAIN TRANSACTIONS

     Mr. A. Eric Dott is the joint owner with his wife of certain
real property located in Baltimore, Maryland comprising approx-
imately 32,000 square feet and utilized as offices and plant by
the Company under a lease expiring in 1999.  The lease calls for
an annual net rental of $107,131.20 through June, 2001.  The
management of the Company believes that the terms of its lease
with the Dotts are comparable to those which would be obtainable
in leases with non-affiliated parties.
<PAGE>
EXECUTIVE COMPENSATION

     The following table sets forth the compensation paid or
allocated to the chief executive officer for servies rendered
to the Company in all capacities during the years ended April
30, 1995, 1996 and 1997.  Compensation paid to each other
executive officer of the Company did not exceed $100,000 in
any such year.


                   SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
                                                      Long-Term
                             Annual Compensation Compensation Awards
                             ------------------- -------------------
                                                      Securities
                                 Salary   Bonus       Underlying
Name and Principal Position  Year  ($)     ($)         Options
--------------------------------------------------------------------
<S>                          <C>  <C>     <C>    <C>
Jackson Y. Dott              1997  43,100  -0-          40,000(1)
Chief Executive Officer      1996  43,100  -0-           -0-
                             1995  41,600  -0-           -0-
</TABLE>
(1) This option will expire on September 30, 1997.
<PAGE>
STOCK OPTIONS AND HOLDINGS

     The following table includes the number of shares covered by all
remaining unexercised stock options as of April 30, 1997, segregated
on both an exercisable and unexercisable basis.  Also reported is the
value for "in-the-money" options which represents the difference
between the exercise price of any such remaining unexercised options
and the year-end market price of the Common Stock.


                        EXERCISES IN FISCAL YEAR
                          ENDED APRIL 30, 1997
                       AND FISCAL YEAR-END VALUES



                                             Number of Unexercised
                   Shares                     Options at FY-End
                 Acquired on    Value      -------------------------
Name             Exercise(#)  Realized($)  Exercisable Unexercisable
--------------------------------------------------------------------
Jackson Y. Dott       0            0       40,000(1)         0


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

                                                   Value of
                                            Unexercised In-the-Money
                                             Options at FY-End (2)
                                           --------------------------
                                           Exercisable  Unexercisable

                                           $25,000          $0

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

(1) This option will expire on September 30, 1997.

(2) Based on the closing price of the Common Stock on the NASDAQ
    National Market as of April 30, 1997.

<PAGE>
                           OPTIONS GRANTS IN
                           FISCAL YEAR ENDED
                            APRIL 30, 1997
                           INDIVIDUAL GRANTS
<TABLE>
<CAPTION>
                                   % OF
                Number of   Total Options            Market
                Securities   Granted to    Exercise  Price
                Underlying  Employees in   Price     on Date  Expiration
    Name          Options   Fiscal Year    ($/Share) of Grant    Date
    ----        ----------  -------------  --------- -------- ----------
<S>             <C>         <C>            <C>       <C>      <C>
Jackson Y. Dott   40,000       33.3%           2.00    1-7/8   9/30/97
</TABLE>

PROPOSAL TWO: GRANT OF STOCK OPTIONS

     The options proposed to be approved for Helen Delich Bentley,
David F. Gonano, each a director of the Company, and Jackson Y.
Dott, President, Treasurer, Chief Executive Officer and Director
of the Company are each for 40,000 shares, and the option proposed
to be approved for A. Eric Dott, Chairman and Director of the Company
is for 80,000 shares.  Such options and are exercisable, subject to
stockholder approval, at an exercise price of $2.00 per share.  The
options terminate on September 30, 1998.  The resolutions of the Board
of Directors setting forth the terms of such options are attached
hereto as Annex A.
     The following is a brief summary of the federal income tax
consequences, under the Internal Revenue Code of 1986, as amended
and as currently in effect, with respect to options.  No taxable
income would be realized by the optionees upon the grant of the
options or upon their expiration without exercise.  On exercise,
the excess of the fair market value of the shares of Common Stock
at the time of exercise over the exercise price of such shares
would be treated as compensation.  Any amounts taxable as
compensation (a) would be taxable at ordinary income tax rates
in the year of exercise (b) would be subject to withholding for
federal tax purposes, and (c) Would generally be an allowable
deduction to the Company.  The Company may withhold, or may
require the optionees to remit to the Company, an amount suff-
icient to satisfy any federal, state and local withholding tax
requirements.  The Company may permit the optionees to satisfy
a tax withholding requirement on exercise of an option by
delivery to the Company of shares of its Common Stock owned
by such optionees, including shares that the optionees are
entitled to receive upon exercise of the options. The optionees'
tax basis for shares of Common Stock acquired upon exercise
would be equal to the option price paid for the shares plus any
amount included in taxable income as compensation as a result
of the exercise. If anoptionee were to hold shares acquired
pursuant to the exercise of an option for more than eighteen
months after the exercise of such option and were to sell the
shares for more than their basis, the optionee would be generally
entitled to long-term capital gain treatment on the difference.
     The Board of Directors concluded that the grant of these
options was desirable as part of its efforts to promote the
long-term growth and and profitability of the Company by pro-
viding directors and certain officers of the Company with
incentives to improve stockholder value and contribute to
the success of the Company and to enable the Company to attract,
retain and reward the best available persons for positions of
substantial responsibility.
     The Board of Directors recommends a vote FOR the approval
of the grant of these options.
<PAGE>
                            NEW PLAN BENEFITS
<TABLE>
<CAPTION>
                                                      Number of
                                                      Shares of
                                                     Common Stock
                                  Dollar Value        Underlying
Name and Position                 Options ($)(1)        Options
-----------------------------------------------------------------
<S>                               <C>                <C>
Jackson Y. Dott, President
   and Director                         22,500          40,000
All current executive officers
   as a group                           67,500         120,000
All current directors who are
   not executive officers as
   a group                              45,000          80,000
All employees, excluding executive
   officers, as a group                    0               0
</TABLE>
(1) Dollar value determined based on the difference between the
closing price on the Nasdaq National Market of the Common Stock
underlying the options on August 1, 1997 of $ 2 9/16, and the
exercise price of the options.

PROPOSAL THREE: RATIFICATION OF APPOINTMENT OF INDEPENDENT
                 ACCOUNTANTS

     Subject to ratification by the stockholders, and on the
recommendation of the Audit Committee, the Board of Directors
has appointed Deloitte & Touche LLP as independent account-
ants to audit the financial statements for the year ending
April 30, 1998.  Representatives of Deloitte & Touche LLP
are expected to be present at the Annual Meeting, will have
the opportunity to make a statement if they desire to do so,
and will be available to respond to appropriate qutestions.
     The Board of Directors recommends that stockholders vote
FOR ratification of Deloitte & Touche LLP as independent
accountants.

VOTE REQUIRED TO APPROVE MATTERS

     A quorum for the meeting requires the presence in person
or by proxy of holders of a majority of the outstanding shares
of Common Stock.  The election of each director requires a
plurality of the votes present and entitled to vote.  The
approval of each other proposal requires the affirmative vote
of the holders of a majority of the shares represented at the
meeting and entitled to vote.

     Votes cast by proxy or in person at the Annual Meeting will
be tabulated by the Teller of Elections appointed for the Annual
Meeting and will determine whether or not a quorum is present.
Where, as to any matter submitted to the stockholders for a vote,
proxies are marked as abstentions (or stockholders appear in
person but abstain from voting), such abstentions will be treated
as shares that are present and entitled to vote for purposes of
determining the presence of a quorum but as unvoted for purposes
of determining the approval of any matter submitted to the stock-
holders for a vote.  If a broker indicates on the proxy that it
does not have discretionary authority as to certain shares to
vote on a particular matter, those shares will not be considered
as present and entitled to vote with respect to that matter;
however, such shares will be considered present for purposes of
a quorum.
<PAGE>
     Section 2.10 of Article II of the Company's Bylaws requires
compliance with a procedure under which a stockholder may nominate
a candidate for election as director at an annual meeting.  The
nomination is required to be (i) written (ii) delivered to, or
mailed and received at, the executive offices of the Company not
less than 60 days nor more than 90 days prior to the date of the
scheduled annual meeting and (iii) accompanied by (A) the name,
age, business address and residence of the stockholder and each
person whom the stockholder proposes to nominate for election or
re-election as a director, (B) the principal occupation or
employment of such persons, (C) the number of shares of Company
Stock which are beneficially owned by such persons that is
required to be disclosed in solicitations of proxies with
respect to nominees for election as directors, pursuant to
Regulation 14A under the Securities Exchange Act of 1934,
as amended, and (E) the name and address, as they appear on
the Company's books, of the stockholder making the nomination
and any other stockholder known by such stockholder to support
such nomination, and the number of shares of Company stock
beneficially owned by all such stockholders.  If notice or
public disclosure of the date of the annual meeting occurs
less than 70 days prior to the date of the annual meeting,
stockholders must deliver to the Company, or mail and have
received at the Company, the nomination and the required
attendant information no later than the close of business
on the tenth day following the earlier of (i) the day on
which such notice of the date of the annual meeting was
mailed or (ii) the day on which such public disclosure was
made.  This discussion is intended to summarize Section 2.10
of Article II of the Company's Bylaws, and is qualified in
its entirety by reference to the Company's Bylaws.
     As the notice of the 1997 Annual Meeting of Stockholders
is being mailed on or about August 29, 1997, the nomination
and the required attendant information must be received at
the Company by the close of business on September 10, 1997.
<PAGE>
DATE FOR SUBMISSION OF STOCKHOLDERS PROPOSALS

     Stockholders' proposals intended to be presented at
the 1998 Annual Meeting of Stockholders must be received
by the Company no later than May 2, 1998 to be considered
for inclusion in the Company's proxy statement and form
of proxy for that meeting.  Proposals should be sent to
the Secretary of the Company at the executive offices of
the Company.  For details concerning eligibility, extent
and limitations respecting the right to include proposals,
stockholders should consult the proxy regulations of the
Secutities and Exchange Commission.

Section 16(a) Beneficial Ownership Regarding Compliance

     Section 16(a) of the Securities Exchange Act of 1934,
as amended (the "Act") requires that the Company's directors
and executive officers, and persons who own more than 10% of
a registered class of the Company's equity securities, file
with the Securities and Exchange Commission (the "SEC") initial
reports of ownership and reports of change in ownership of
Common Stock of the Company.  The same persons are also
required by SEC regulation to furnish the Company with copies
of all Section 16(a) forms that they file.

     To the Company's knowledge, based solely on review of the
copies of such reports furnished to the Company, Messrs. J. Dott,
and Gonano and Mrs. Bentley did not file a required Form 4 with
respect to one transaction in each of fiscal years 1997 and 1996.
Mr. E. Dott failed to file a form 4 with respect to two trans-
actions in fiscal year 1997.

OTHER MATTERS

     As of the date of this proxy statement, the Board of
Directors is not aware of any matters, other than those
stated above, that may be brought before the Annual Meeting.
The persons named in the enclosed form of proxy or their
substitutes will vote said proxy in respect of any such
business in accordance with their best judgment.

                        By Order of the Board of Directors

                        /s/ STEVEN M. SZEKELY
                        Steven M. Szekely,
                        Secretary
August 29, 1997
<PAGE>
                                                     ANNEX A

FURTHER RESOLVED: That Helen D. Bentley, David F. Gonano and
Jackson Y. Dott are each hereby granted, effective October 3,
1997, subject to approval by a majority of the votes cast on
the issue at a meeting of stockholders, an option to purchase
40,000 share of the Company's Common Stock, $.25 par value,
for $2.00 per share (the "Stock Options").  Such options shall
be exercisable in whole or in part by written notice to the
Company, and shall expire to the extent unexercised, on
September 30, 1998.


FURTHER RESOLVED: That A. Eric Dott is hereby granted, effective
October 3, 1997, subject to approval by a majority of the votes
cast on the issue at a meeting of stockholders, an option to
purchase 80,000 shares of the Company's Common Stock, $.25 par
value, for $2.00 per share (the "Stock Option").  Such option
shall be exercisable in whole or in part by written notice to
the Company, and shall expire to the extent unexercised, on
September 30, 1998.
<PAGE>
                       MONARCH AVALON, INC.
             PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
                         OCTOBER 3, 1997

The undersigned hereby appoints A. Eric Dott and David F.
Gonano, and each of them, with full power of substitution,
as proxy, to vote all shares of the Common Stock of Monarch
Avalon, Inc. (the "Company"), which the undersigned is
entitled to vote at the Annual Meeting of stockholders of
the Company on October 3, 1997 at 3:00 p.m., and at any
adjournment or postponements thereof (the "Annual Meeting"),
on the following matters, each of which is fully described
in the proxy statement.

The Board of Directors recommends a vote FOR each of the
items listed below.

1. FOR / /  WITHHOLD / /  The election of four persons to
the Board of Directors of the Company to serve until the
next annual meeting of stockholders and until their successors
are elected and qualified (except as marked to the contrary):
A. Eric Dott, David F. Gonano, Jackson Y. Dott, and Helen
Delich Bentley (TO WITHHOLD AUTHORITY TO VOTE FOR ANY
INDIVIDUAL NOMINEE STRIKE A LINE THROUGH THE NOMINEE'S NAME)

2. FOR / /   AGAINST / /   ABSTAIN / /  Proposal to grant to
each of Helen Delich Bentley, David F. Gonano and Jackson Y.
Dott an option to purchase 40,000 shares of the Common Stock
of the Company and to grant to A.Eric Dott an option to
purchase 80,000 shares of the Common Stock of the Company.

3. FOR / /   AGAINST / /   ABSTAIN / /  Proposal to ratify
Deloitte & Touche LLP, as independent auditors of the
company for the fiscal year ending April 30, 1998.

4. To act upon any other matter which may properly come before
the Annual Meeting.

THIS PROXY WILL BE VOTED ON EACH OF THE FOREGOING ITEMS AS
SPECIFIED BY THE PERSON SIGNING IT, BUT IF NO SPECIFICATION
IS MADE, THE PROXY WILL BE VOTED FOR THE ELECTION OF DIRECTORS
AND FOR THE OTHER PROPOSALS.

        THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
        DIRECTORS.  IT MAY BE REVOKED PRIOR TO ITS EXERCISE.
<PAGE>
Receipt of notice of the Annual Meeting and proxy statement is
hereby acknowledged, and the terms of the notice and statement
are hereby incorporated by reference into this proxy.  The
undersigned hereby revokes all proxies heretofore given for
the Annual Meeting.

WITNESS the hand and seal undersigned, this       day of
               , 1997.

               [SEAL]

               [SEAL]

Please date and then sign exactly as name appears to the right.
If signing for trusts, estates or corporations, capacity or
title should be stated.  If shares are jointly owned, both
owners should sign.

  PLEASE DATE AND SIGN THIS PROXY AND RETURN PROMPTLY IN THE
   ENCLOSED ENVELOPE