SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  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 (Amendment No.   )

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Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_]  Preliminary Proxy Statement             [_]  Confidential, For Use of the
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[_]  Definitive Additional Materials              by Rule 14a-6(e)(2))
[_]  Soliciting Material Pursuant to
     Rule 14a-11(c) or Rule 14a-12

                      TOTAL ENTERTAINMENT RESTAURANT CORP.
- --------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)


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


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          statement number, or the form or schedule and the date of its filing.

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                      TOTAL ENTERTAINMENT RESTAURANT CORP.
                            9300 East Central Avenue
                                    Suite 100
                              Wichita, Kansas 67206

                                   ----------

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                           to be held on May 25, 1999

                                   ----------

To the Stockholders:

     NOTICE IS HEREBY GIVEN that the 1999 Annual  Meeting of  Stockholders  (the
"Meeting") of TOTAL ENTERTAINMENT  RESTAURANT CORP., a Delaware corporation (the
"Company"), will be held at the Fox and Hound English Pub & Grille, 18918 Midway
Rd.,  Dallas,  Texas,  75287,  on May 25, 1999 at 10:00 a.m. local time, for the
following purposes:

     1.   To elect  three (3) members of the Board of  Directors  to serve until
          the 2002 Annual  Meeting of  Stockholders  and until their  successors
          have been duly elected and qualified;

     2.   To amend the Company's 1997 Incentive and  Non-Qualified  Stock Option
          Plan (the  "Plan") to approve an increase in the number of  authorized
          shares  reserved for  issuance  pursuant to the Plan,  from  1,500,000
          shares of Common Stock to 1,600,000 shares of Common Stock.

     3.   To  ratify  the  appointment  of Ernst & Young,  LLP as the  Company's
          independent auditors for the fiscal year ending December 28, 1999; and

     4.   To transact such other  business as may properly be brought before the
          Meeting or any adjournment thereof.

     The Board of Directors has fixed the close of business on April 20, 1999 as
the  record  date for the  Meeting.  Only  stockholders  of  record on the stock
transfer books of the Company at the close of business on that date are entitled
to notice of, and to vote at, the Meeting.


                                          By Order of the Board of Directors




                                          JAMES K. ZIELKE
                                          Secretary

Dated: April 27, 1999.



WHETHER OR NOT YOU EXPECT TO BE  PRESENT AT THE  MEETING,  YOU ARE URGED TO FILL
IN, DATE,  SIGN AND RETURN THE ENCLOSED  PROXY IN THE ENVELOPE THAT IS PROVIDED,
WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.



                      TOTAL ENTERTAINMENT RESTAURANT CORP.

                            9300 East Central Avenue
                                    Suite 100
                              Wichita, Kansas 67206

                                   ----------

                                 PROXY STATEMENT
                                       FOR
                       1999 ANNUAL MEETING OF STOCKHOLDERS
                                  May 25, 1999

                                   ----------

                                  INTRODUCTION

     This Proxy  Statement is being  furnished to  stockholders  by the Board of
Directors of Total Entertainment  Restaurant Corp., a Delaware  corporation (the
"Company"),  in connection with the solicitation of the  accompanying  Proxy for
use at the 1999 Annual Meeting of Stockholders of the Company (the "Meeting") to
be held at the Fox and Hound  English Pub & Grille,  18918  Midway Rd.,  Dallas,
Texas,  75287, on May 25, 1999 at 10:00 a.m. local time, or at any  adjournments
thereof.

     The  principal  executive  offices of the  Company  are  located  9300 East
Central Avenue, Suite 100, Wichita,  Kansas 67206. The approximate date on which
this Proxy Statement and the  accompanying  Proxy will first be sent or given to
stockholders is April 27, 1999.


                        RECORD DATE AND VOTING SECURITIES

     Only stockholders of record at the close of business on April 20, 1999, the
record date (the "Record Date") for the Meeting,  will be entitled to notice of,
and to vote at, the Meeting  and any  adjournments  thereof.  As of the close of
business on the Record Date,  there were  outstanding  10,415,000  shares of the
Company's common stock,  $.01 par value (the "Common  Stock").  Each outstanding
share of  Common  Stock is  entitled  to one vote.  There was no other  class of
voting  securities of the Company  outstanding on the Record Date. A majority of
the outstanding shares of Common Stock present in person or by proxy is required
for a quorum.


                        ATTENDANCE AT THE ANNUAL MEETING

     For admission to the Annual Meeting,  stockholders who own shares of Common
Stock in their own names should come to the stockholders  check-in table,  where
their ownership will be verified.  Those who have beneficial ownership of Common
Stock that is held of record by a bank or broker (often  referred to as "holding
in street name") should also come to the stockholders  check-in table; they must
bring acccount statements or letters from their banks or brokers indicating that
they owned the Company's Common Stock as of the Record Date.

     The doors to the Fox and Hound  English Pub & Grille will be opened at 9:30
a.m. and the Meeting will begin at 10:00 a.m.


                                VOTING OF PROXIES

     Shares of Common Stock represented by Proxies, which are properly executed,
duly returned and not revoked, will be voted in accordance with the instructions
contained therein.  If no specification is indicated on the Proxy, the shares of
Common Stock represented thereby will be voted (i) for the election as Directors
of the persons who have been nominated by the Board of Directors,  (ii) to amend
the Company's 1997 Incentive and Non-Qualified Stock Option Plan (the "Plan") to
provide for the  increase in the number of shares of Common  Stock  reserved for
issuance  pursuant  to the Plan  from  1,500,000  to  1,600,000,  (iii)  for the
ratification  of the  appointment  of  Ernst  &  Young,  LLP  as  the  Company's
independent  auditors for the fiscal year ending  December 28, 1999 and (iv) for
any other matter that may properly be brought  before the Meeting in  accordance
with the 



judgment of the person or persons  voting the Proxy.  The  execution  of a Proxy
will in no way affect a  stockholder's  right to attend the  Meeting and vote in
person.  Any Proxy executed and returned by a stockholder  may be revoked at any
time thereafter if written notice of revocation is given to the Secretary of the
Company  prior  to the vote to be taken at the  Meeting,  or by  execution  of a
subsequent  proxy  which is  presented  to the  Meeting,  or if the  stockholder
attends the Meeting and votes by ballot, except as to any matter or matters upon
which a vote shall have been cast  pursuant to the  authority  conferred by such
Proxy prior to such  revocation.  For purposes of determining  the presence of a
quorum  for  transacting  business  at  the  Meeting,   abstentions  and  broker
"non-votes" (i.e., proxies from brokers or nominees indicating that such persons
have not  received  instructions  from  the  beneficial  owner or other  persons
entitled to vote shares on a particular matter with respect to which the brokers
or nominees do not have discretionary  power) will be treated as shares that are
present but which have not been voted.

     The cost of  solicitation  of the Proxies being  solicited on behalf of the
Board of Directors  will be borne by the Company.  In addition to the use of the
mails,  proxy  solicitation  may be made by  telephone,  telegraph  and personal
interview by officers, directors and employees of the Company. The Company will,
upon request, reimburse brokerage houses and persons holding Common Stock in the
names of their  nominees  for their  reasonable  expenses in sending  soliciting
material to their principals.


                               SECURITY OWNERSHIP

     The  following  table sets forth  information  concerning  ownership of the
Company's  Common  Stock,  as of April 20,  1999,  by each  person  known by the
Company  to be the  beneficial  owner of more than five  percent  of the  Common
Stock,  each director,  each  executive  officer as defined in Item 402(a)(3) of
Regulation S-K ("Item 402(a)(3)") and by all directors and executive officers of
the Company as a group. Unless otherwise indicated, the address for five percent
stockholders,  directors  and  executive  officers  of the  Company is 9300 East
Central Avenue, Suite 100, Wichita, Kansas 67206.



                      Name and Address                                        Shares            Percentage
                     of Beneficial Owner                                Beneficially Owned       of Class
                       --------------                                      -------------          -------
                                                                                             
Dennis L. Thompson (1) ................................................       568,133               5.5
Stephen P. Hartnett(2) ................................................       401,240               3.9
Steven M. Johnson (3) .................................................       146,250               1.4
Gary M. Judd (4) ......................................................       160,000               1.5
Christopher L. Wettig (5) .............................................       143,935               1.4
James K. Zielke (6) ...................................................        60,000               *
J. Chris Weinberg (7) .................................................        90,000               *
Thomas A. Hager (8) ...................................................       743,933               7.1
C. Wells Hall, III ....................................................        62,600               *
E. Gene Street ........................................................         7,500               *
John D. Harkey, Jr. ...................................................         4,000               *
Jamie B. Coulter (9) ..................................................     2,244,667              21.2
2808 McKinnney
Dallas, Texas 75204
Organized Capital II, Ltd. ............................................       526,800               5.1
4504 Winewood Court
Colleyville, Texas 76034
All directors and executive officers as a group (11 persons) (10) .....     2,387,591              22.8

- ----------
*    Less than 1%
(1)  Includes  (a)  presently  exercisable  options to purchase  3,333 shares of
     Common Stock,  (b) 244,900 shares held by Mr.  Thompson's  wife,  Sharon K.
     Thompson,  of which Mr. Thompson disclaims  beneficial  ownership,  and (c)
     15,000 shares held by the Thompson Family Limited Partnership, of which Mr.
     Thompson  is  the  general  partner.   Mr.  Thompson  disclaims  beneficial
     ownership  of these  shares  except to the  extent of his  equity  interest
     therein.  Excludes 40,000 shares held by Mr.  Thompson's  adult children to
     which Mr. Thompson disclaims beneficial ownership.


                                       2


(2)  Excludes 526,800 shares held by Organized  Capital II, Ltd. Mr. Hartnett is
     a  trading  advisor  to this  entitiy  and is the sole  stockholder  of its
     corporate  general partner.  Mr.  Hartnett's wife,  Sandra Hartnett,  holds
     approximately  20%  of the  partnership  interests  of  such  company.  Mr.
     Hartnett disclaims beneficial ownership of these shares.
(3)  Includes  5,250 shares held by Mr.  Johnson as custodian for the benefit of
     his three children.
(4)  Includes presently  exercisable options to purchase 20,000 shares of Common
     Stock.
(5)  Includes  2,445  shares  held of  record by an IRA for the  benefit  of Mr.
     Wettig's wife. Mr. Wettig disclaims beneficial ownership of these shares.
(6)  Includes presently  exercisable options to purchase 10,000 shares of Common
     Stock.
(7)  Includes presently  exercisable options to purchase 10,000 shares of Common
     Stock.
(8)  Includes  (a)  presently  exercisable  options to purchase  3,333 shares of
     Common  Stock,  (b) 72,000  shares held by Mr. Hager as  custodian  for the
     benefit of his two children and (c) 326,600  shares of Common Stock held by
     Mr. Hager's wife, of which Mr. Hager disclaims beneficial ownership.
(9)  Includes presently exercisable options to purchase 166,667 shares of Common
     Stock.
(10) Includes the shares  deemed to be  beneficially  owned by the directors and
     executive  officers of the Company (see  footnotes  (1) through (8) to this
     table).

                       PROPOSAL I - ELECTION OF DIRECTORS

     Article  Fifth,  Paragraph A of the  Certificate  of  Incorporation  of the
Company,   and  Article  Two,  Section  2.2  of  its  By-Laws  provide  for  the
organization  of the  Board of  Directors  into  three  classes.  The  number of
Directors  is  established  by the  By-Laws  pursuant  to  Board  authorization.
Currently, the By-Laws, as amended, provide for nine (9) Directors. All nominees
for Director  are  currently  directors  of the  Company.  Steven M. Johnson was
appointed to the Board of Directors in October 1998,  Gary M. Judd was appointed
to the Board of Directors in June 1997, and John D. Harkey, Jr. was appointed to
the Board of  Directors in January  1999.  All  Directors  are chosen for a full
three-year  term to succeed those whose terms expire.  It is therefore  proposed
that  three (3)  Directors  be  elected  to serve  until the  Annual  Meeting of
Stockholders to be held in 2002 and until their successors are elected and shall
have qualified.

     Unless otherwise specified,  all Proxies received will be voted in favor of
the election of Steven M.  Johnson,  Gary M. Judd and John D. Harkey,  the three
(3)  nominees.  Directors  shall be elected by a plurality of the votes cast, in
person or by proxy, at the Meeting. Abstentions from voting and broker non-votes
on the election of Directors  will have no effect since they will not  represent
votes cast at the Meeting for the  purpose of electing  Directors.  The terms of
the nominees  expire at the Meeting and when their  successors  are duly elected
and shall have  qualified.  Management  has no reason to believe that any of the
nominees will be unable or unwilling to serve as a Director, if elected.  Should
any of the  nominees  not remain a  candidate  for  election  at the date of the
Meeting,  the  Proxies  will be voted in favor  of  those  nominees  who  remain
candidates  and may be voted for  substitute  nominees  selected by the Board of
Directors.

     The  following  table  sets  forth  the ages and  terms  of  office  of the
Directors of the Company:

                                                           Term of  Office
                    Name                       Age        as Director Expires
                    ----                       ---          --------------
      Dennis L. Thompson ....................   55               2001
      Stephen P. Hartnett ...................   50               2001
      Steven M. Johnson .....................   39               1999
      Gary M. Judd ..........................   39               1999
      James K. Zielke .......................   34               2000
      Thomas A. Hager .......................   50               2001
      C. Wells Hall, III ....................   54               2000
      E. Gene Street ........................   58               2000
      John D. Harkey, Jr ....................   38               1999


                                       3


     Dennis L.  Thompson has served as  Co-Chairman  of the Board since  January
1999 and has been a Director of the Company since February 1997 and from 1989 to
1997  was  an  investor  with  Bailey  Sports  Grille,  Inc.,  of  which  he was
co-founder.  Mr. Thompson served as senior vice president of real estate of Lone
Star Steakhouse & Saloon,  Inc. from 1992 to 1997 and as a director from 1992 to
1998. Mr.  Thompson,  co-founder of Lone Star  Steakhouse & Saloon,  was also an
executive officer and a director of various subsidiaries of Lone Star Steakhouse
& Saloon  from  1989 to 1997.  From  1985 to August  1995,  he was an  executive
officer, director and stockholder of Creative Culinary Concepts, Inc., a company
that owned and operated Lone Star Steakhouse and Saloon  restaurants and certain
other restaurants.

     Stephen  P.  Hartnett  has  served  as  Co-Chairman  of the  Board and as a
Director since January 1999.  Mr.  Hartnett was the founder of the Fox and Hound
English Pub & Grille in 1994 and served in various  executive  capacities  until
the sale of 75% of its  ownership  interests to a  subsidiary  of the Company in
December  1996.  Mr.  Hartnett has also served as vice chairman of  Consolidated
Restaurant  Companies,  Inc.  and as a principal  in Cracken,  Harkey,  Street &
Hartnett,  LLC,  since  September  1998,  and as chairman,  president  and chief
executive  officer of Energy  Alchemy,  Inc. and The Hartnett  Group,  Ltd., and
majority shareholder of Summers Investments, Inc. since 1982.

     Steven M. Johnson has served as Chief Executive  Officer since January 1999
and as a Director  since October 1998.  From March 1992 until December 1998, Mr.
Johnson was chief operating officer for Coulter  Enterprises,  Inc., a Pizza Hut
franchisee,  with primary  responsibility  for the  operations  of 100 Pizza Hut
restaurants.  From May 1985 until June 1991,  Mr.  Johnson  was  controller  for
Fugate  Enterprises,  Inc.,  a  Pizza  Hut,  Taco  Bell  and  Blockbuster  Video
franchisee.  Prior to his employement at Fugate  Enterprises,  Inc., Mr. Johnson
was employed by Ernst & Young LLP. Mr. Johnson is also a C.P.A.

     Gary M. Judd has  served as  President  and  Director  since  June 1997 and
served as Chief  Executive  Officer and Chief  Operating  Officer from June 1997
until January 1999. Mr. Judd served as vice  president of special  projects with
Coulter  Enterprises,  Inc.  from October  1993 to May 1997.  From March 1989 to
September  1993,  Mr.  Judd was  employed  by Western  Sizzlin,  Inc. in various
capacities,  most recently as director of franchise operations.  From March 1984
to February  1989,  Mr. Judd served as a director  of  operations  with  Coulter
Enterprises, Inc.

     James K. Zielke has served as Chief  Financial  Officer and Secretary since
April 1997 and as a Director  since January 1999.  From January 1997 until April
1997, Mr. Zielke was the senior  director-tax  for PepsiCo  Restaurant  Services
Group,  Inc. Mr.  Zielke was employed by Pizza Hut,  Inc.  from March 1993 until
January 1997, most recently as director-tax  from March 1995 until January 1997.
Prior to his  employment by Pizza Hut,  Inc., Mr. Zielke was employed by Ernst &
Young LLP from June 1986 until March 1993. Mr. Zielke is also a C.P.A.

     Thomas A. Hager has been a Director  of the  Company  since July 1997.  Mr.
Hager was a  co-founder  of  Bailey's  Sports  Grille,  Inc.  and  served as its
president from inception in November 1989 until February 1997. Prior to founding
Bailey's  Sports  Grille,  Inc.,  Mr. Hager owned and  operated a restaurant  in
Charlotte,  North Carolina. Mr. Hager is also the founder of Thomas Advertising,
Inc., a national  billboard  advertising agency where he has served as president
since its inception in 1983.

     C. Wells Hall,  III has been a Director of the Company  since January 1999.
Mr.  Hall is a  corporate  tax  partner  with the law firm of Moore & Van Allen,
PLLC, where he has practiced for the last 25 years.

     E. Gene Street has been a Director of the Company since January 1999. Since
1998,  Mr. Street has served as vice  chairman,  president  and chief  executive
officer of  Consolidated  Restaurant  Companies,  Inc.,  and as a  principal  in
Cracken,  Harkey,  Street & Hartnett,  LLC. Mr.  Street was the founder of Black
Eyed Pea and  served  as  president  and chief  executive  officer  of  Prufrock
Restaurants,  Inc.,  the  company  which  owned  and  operated  Black  Eyed  Pea
restaurants. Mr. Street was also the founder of Good Eats restaurants and served
as chairman and chief executive officer of Good Eats Holding Company,  Inc. from
1986 until its sale to Consolidated Restaurant Companies, Inc. in 1998.

     John D. Harkey,  Jr. has been a Director of the Company since January 1999.
Since  1998,  Mr.  Harkey  has served as  chairman  of  Consolidated  Restaurant
Companies,  Inc. and has been a principal in Cracken,  Harkey, Street & Hartnett
since 1997.  Since 1992,  Mr.  Harkey has also been a partner  with the law firm
Cracken & Harkey,  LLP. Mr. Harkey was founder and managing director of Capstone
Capital Corporation and Capstone Partners, Inc. from 1989 until 1992.


                                       4


Recommendation of the Board of Directors

     THE BOARD OF DIRECTORS  RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH OF THE
NOMINEES.


Meetings

     For the fiscal year ended December 29, 1998, there were six meetings of the
Board of Directors. From time to time, the members of the Board of Directors act
by unanimous written consent pursuant to the laws of the State of Delaware.  The
Board of Directors does not have a standing nominating committee.

     The Board of  Directors  has  created an Audit  Committee,  a  Compensation
Committee and a Stock Option Committee. The Audit Committee is composed soley of
independent  Directors and is charged with reviewing the Company's  annual audit
and meeting  with the  Company's  independent  auditors to review the  Company's
internal  controls  and  financial   management   practices.   The  Compensation
Committee, which is also composed soley of independent Directors,  recommends to
the Board of Directors  compensation for the Company's key employees.  The Stock
Option  Committee also consists soley of independent  Directors and  administers
the Company's  1997 Incentive and  Non-Qualified  Stock Option Plan (the "Plan")
and awards stock  options  thereunder.  The members of the Audit  Committee  are
Messrs.  Thompson, Hager and Hall. The members of the Compensation Committee are
Messrs.  Thompson,  Hartnett and Hall. The members of the Stock Option Committee
are Messrs.  Thompson,  Hartnett and Hager. During 1998, there were two meetings
of the Audit  Committee and no meetings of the  Compensation  Committee or Stock
Option Committee.


Other Executive Officers

     Christopher L. Wettig has served as Executive Vice President of the Company
since January  1999.  From November  1991 until  December  1998,  Mr. Wettig was
assistant to the chairman for Coulter Enterprises,  Inc. Prior to his employment
by Coulter Enterprises, Inc., Mr. Wettig was employed by Ernst & Young, LLP from
March 1988 until October 1991. Mr. Wettig is also a C.P.A.

     J. Chris  Weinberg  has served as Chief  Operating  Officer of the  Company
since January 1999. Mr. Weinberg also served as Vice  President-Operations  from
January 1998 until  January 1999 and as  Director-Operations  from February 1997
until  January  1998.  Prior to joining  the  Company,  Mr.  Weinberg  was Chief
Operating Officer for Bailey's Sports Grille, Inc. from October 1996 to February
1997  and  served  in  various  capacities  for both TGI  Friday's  and  Champps
Americana.


                             EXECUTIVE COMPENSATION

     The following  table sets forth all  compensation  awarded to, earned by or
paid to all executive officers (the "Named Executive  Officers") with respect to
the fiscal year ended December 29, 1998.


                                       5




                                               SUMMARY COMPENSATION TABLE

                                         Annual Compensation                    Long Term Compensation
                                  --------------------------------   ---------------------------------------------
                                                                                    Number of
                                                                                    Securities
                                                                     Other Annual   Underlying       All Other
Name and Principal Position         Year       Salary     Bonus($)   Compensation   Options(#)    Compensation (1)
- ---------------------------         ----       ------     --------   ------------   ----------    ----------------
                                                                                       
Gary M. Judd (2) ................   1998      $175,000          --          --            --             --
President                           1997       $95,538          --          --       100,000             --

James K. Zielke .................   1998      $125,000          --          --            --             --
Chief Financial Officer,            1997       $91,127          --          --        50,000             --
Secretary and Treasurer

J. Chris Weinberg (3) ...........   1998       $90,000     $10,000          --        30,000             --
Chief Operating Officer             1997       $84,000          --          --        20,000             --

- ----------
(1)  Perquisites and other personal benefits, securities or property received by
     each executive  officer did not exceed the lesser of $50,000 or 10% of such
     executive officer's annual salary and bonus.
(2)  Mr. Judd also served as the  Company's  Chief  Executive  Officer and Chief
     Operating Officer from June 1997 until January 1999.
(3)  Mr.  Weinberg served as Vice  President-Operations  from January 1998 until
     January 1999 and Director-Operations from February 1997 until January 1998.

Option Grant Table

     The following table sets forth certain  information  regarding stock option
grants made to the Named Executive  Officers for services  performed  during the
fiscal year ended December 29, 1998.



                                                Option Grants in Last Fiscal Year

                                                                                                    Potential Realizable
                                                                                                      Value at Assumed
                                                                                                    Rates of Stock Price
                                                                                                        Appreciation
                                                                                                       for Option Term
                                                           Individual Grants                                (1)(2)
                                    ----------------------------------------------------------      -----------------------
                                       Number %         of Total
                                    of Securities        Options        Exercise
                                      Underlying       Granted to       or Base
                                      Options(#of     Employees in       Price      Expiration
Name                                    shares)        Fiscal Year       ($/Sh)        Date            5%             10%
- ----                                -------------     ------------      --------    ----------      --------       --------
                                                                                                      
Gary M. Judd ......................         --              --              --             --             --             --
James K. Zielke ...................         --              --              --             --             --             --
J. Chris Weinberg .................     30,000             6.9%          $4.75        1/14/08        $89,617       $227,108

- ----------
(1)  The options  indicated vest ratably over a five-year  period that commences
     January 14, 1998.
(2)  The potential  realizable  portion of the foregoing table illustrates value
     that might be realized  upon exercise of options  immediately  prior to the
     expiration  of their  term,  assuming  the  specified  compounded  rates of
     appreciation  on the  Company's  Common Stock over the term of the options.
     These  numbers  do not take into  account  provisions  of  certain  options
     providing  for   termination  of  the  option   following   termination  of
     employment,   nontransferability   or  differences   in  vesting   periods.
     Regardless of the theoretical  value of an option,  its ultimate value will
     depend on the market value of the Common  Stock at a future date,  and that
     value will depend on a variety of factors,  including the overall condition
     of the stock market and the Company's  results of operations  and financial
     condition.  There can be no  assurance  that the values  reflected  in this
     table will be achieved.


                                       6


Option Exercise Table

     No options were exercised by the Named Executive Officers during the fiscal
year ended December 29, 1998. The following table sets forth certain information
concerning  unexercised  options held as of December  29, 1998 by the  executive
officers.

               AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
                          FISCAL YEAR-END OPTION VALUES

                            Number of Securities         Value of Unexercised
                           Underlying Unexercised       In-the-Money Options at
                        Options at December 29, 1998   December 29, 1998 ($) (1)
                        ----------------------------  --------------------------
Name                     Exercisable  Unexercisable   Exercisable  Unexercisable
- -----                   ------------  --------------  -----------  -------------
Gary M. Judd ...........    20,000         80,000            --             --
James K. Zielke ........    10,000         40,000            --             --
J. Chris Weinberg ......     4,000         46,000            --             --

- ----------
(1)  Such  amounts  are based on the  closing  price of a share of Common  Stock
     ($2.8125) as reported by the Nasdaq National Market  ("Nasdaq") on December
     29, 1998.

Directors Compensation

     Directors  who are not  employees  of the  Company  ("Eligible  Directors")
receive an annual  fee of $3,000  and a fee of $500 for each Board of  Directors
meeting  attended  and are  reimbursed  for their  expenses.  Employees  who are
Directors are not entitled to any  compensation for their service as a Director.
Eligible  Directors  are also  entitled to receive  grants of options  under the
Company's 1997 Directors Stock Option Plan (the "Directors Plan"). Each Eligible
Director  will receive a grant of an option to purchase  10,000 shares of Common
Stock upon  election  to the Board of  Directors,  and will be  granted  another
option to purchase 3,000 shares of Common Stock  annually  thereafter so long as
he remains an Eligible Director.  The exercise price for such shares is equal to
the closing sale price of the Common Stock as reported on the Nasdaq on the date
of grant.  Currently,  options to  purchase  76,000  shares of Common  Stock are
outstanding  under the Directors Plan at an exercise  prices ranging from $3.375
per share to $9.00 per share.


Employment Agreements

     The Company has entered into separate employment  agreements,  with each of
Messrs. Judd, Zielke and Weinberg,  dated as of June 11, 1997, April 7, 1997 and
July 20, 1998, respectively, providing for the employment of such individuals as
President,  Chief Financial Officer and Chief Operating  Officer,  respectively.
The agreements  were amended as of January 7, 1999.  Each  employment  agreement
provides that the officer  shall devote  substantially  all of his  professional
time to the  business of the Company.  As amended,  the  agreements  provide for
annual base  salaries of  $150,000,  for Messrs.  Judd,  Zielke,  and  Weinberg,
subject to increases as  determined by the Board of  Directors.  Each  agreement
terminates in April 2002 with an option by the Company to extend the term for an
additional  one-year period and contains  non-competition  and  non-solicitation
provisions.  Messrs.  Thompson and Hager have also entered into non-competition,
confidentiality and non-solicitation agreements with the Company.


                                       7


Joint Report by the Compensation Committee and the
Stock Option Committee on Executive Compensation


General

     The  Compensation   Committee  determines  the  cash  and  other  incentive
compensation (with the exception of stock options which are granted by the Stock
Option  Committee),  if any, to be paid to the Company's  executive officers and
key employees. Messrs. Thompson, Hartnett and Hall, independent Directors of the
Company,  serve as members of the Compensation  Committee and Messrs.  Thompson,
Hartnett and Hager,  non-employee  directors of the Company, serve as members of
the Stock Option Committee and are "non-employee  directors" (within the meaning
of Rule 16b-3 under the Act).  During fiscal 1998, there were no meetings of the
Compensation Committee or the Stock Option Committee.


Compensation Philosophy

     The Compensation  Committee's executive compensation  philosophy is to base
management's  pay,  in part,  on the  achievement  of the  Company's  annual and
long-term  performance goals, to provide competitive levels of compensation,  to
recognize  individual  initiative,  achievement  and  length of  service  to the
Company,  and to assist  the  Company  in  attracting  and  retaining  qualified
management.  The Compensation Committee establishes executive's base salaries at
relatively  low levels.  It is the philosophy of the  Compensation  Committee in
tandem with the Stock Option  Committee to provide officers with the opportunity
to realize potentially  significant  financial gains through the grants of stock
options. The Compensation  Committee also believes that the potential for equity
ownership by management is beneficial in aligning management's and stockholders'
interest in the  enhancement  of  stockholder  value.  However,  the decision to
ultimately  grant stock  options is based  primarily  on the  criteria set forth
under "Stock Option Plan" below.

     Section  162(m) of the  Internal  Revenue  Code of 1986,  as  amended  (the
"Code"),  prohibits  a publicly  held  corporation,  such as the  Company,  from
claiming a deduction on its federal income tax return for compensation in excess
of $1 million  paid for a given fiscal year to the chief  executive  officer (or
person acting in that  capacity) at the close of the  corporation's  fiscal year
and the four most highly compensated officers of the corporation, other than the
chief executive  officer,  at the end of the  corporation's  fiscal year. The $1
million compensation  deduction limitation does not apply to  "performance-based
compensation." The Company believes that any compensation  received by executive
officers  in  connection  with the  exercise of options  granted  under the Plan
qualifies as "performance-based  compensation." Accordingly, the Company has not
established  a policy  with  respect to Section  162(m) of the Code  because the
Company has not and does not currently  anticipate paying compensation in excess
of $1 million per annum to any employee.


Salaries

     Base salaries for the Company's executive officers are determined initially
by evaluating  the  responsibilities  of the position held and the experience of
the individual,  food service and management experience, and by reference to the
competitive  marketplace for management  talent,  including a comparison of base
salaries for comparable  positions at comparable  companies within the Company's
industry,  which includes  companies which comprise the Company's Peer Group, as
defined  herein.  Such  companies are  comparable  in that they are  fast-growth
companies in the casual dining segment of the restaurant  industry.  The Company
believes  salaries  for its  officers  are  below  average  as  compared  to the
companies reviewed. Annual salary adjustments are determined in descending level
of importance by (i) evaluating the financial  results  achieved by the Company,
which  includes  revenues,  earnings,  unit  growth  and  profit  margins of the
Company, (ii) the performance of the executive  particularly with respect to the
ability to manage growth and  profitability of the Company,  (iii) the length of
the executive's  service to the Company and (iv) any increased  responsibilities
assumed by the executive. The Company continued its outstanding performance with
respect to revenues,  earnings,  and unit growth.  There are no  restrictions on
salary  adjustments of the Company.  The Company has employment  agreements with
Messrs.  Judd,  Zielke  and  Weinberg  which  set the  base  salaries  for  such
individuals.  These base  salaries  are based on and are  reviewed  annually  in
accordance  with the factors  described in this  paragraph  and the terms of the
employment agreements. See "Summary Compensation Table --Employment Agreements."


                                       8


Annual Bonuses

     The Company does not currently  have a formal bonus plan for its executives
and only one bonus was paid to an executive for the 1998 fiscal year despite the
Company's  achievements.  The Company may in the future adopt an executive bonus
plan.  As  indicated  under "Stock  Option Plan" below,  the Company has granted
options to the Named  Executive  Officers in part to reward  their  performance.
Stock Option Plan

     It is the  philosophy  of the Stock Option  Committee to tie a  significant
portion of an executives'  total  opportunity for financial gain to increases in
stockholder value,  thereby aligning the long-term interests of the stockholders
with the executives and to retain such key  employees.  All salaried  employees,
including   executives  and  part-time   employees,   of  the  Company  and  its
subsidiaries,  are eligible for grants of stock options pursuant to the Plan. In
addition,  because the  executives'  base  salaries are  currently set below the
average  of similar  positions  in  comparable  companies  within the  Company's
industry,  which includes companies which comprise the Company's Peer Group, and
because the Company presently  maintains neither a qualified  retirement program
nor a bonus plan for executives, the Plan is intended to provide executives with
opportunities to supplement their base compensation.

              Compensation Committee:          Dennis L. Thompson
                                               Stephen P. Hartnett
                                               C. Wells Hall, III

              Stock Option Committee:          Dennis L. Thompson
                                               Stephen P. Hartnett
                                               Thomas A. Hager


Compensation Committee Interlocks

     The Compensation Committee consists of Messrs. Thompson, Hartnett and Hall.
None of such  Directors  was a party to any  transaction  with the Company which
requires disclosure under Item 402(j) of Regulation S-K.


Common Stock Performance

     The following graph compares the total return on the Company's Common Stock
from the  commencement of trading of the Company's Common Stock on July 18, 1997
to the total returns of the Standard & Poor's Mid-Cap 400 Index and the Standard
& Poor's Restaurant Industry Index (the "Peer Group").


                                       9


                           COMPARISON OF TOTAL RETURN

                     FROM JULY 18, 1997 TO DECEMBER 29, 1998
                                      AMONG
                      TOTAL ENTERTAINMENT RESTAURANT CORP.,
           THE STANDARD & POOR'S MID-CAP 400 INDEX AND THE PEER GROUP



                               [GRAPHIC OMITTED]




                                                         Base          RETURN          RETURN
                                                        Period      18/JUL/97 To    31/DEC/97 To
                       Company/Index Name              18/JUL/97      30/DEC/97       29/DEC/98
                       ------------------              ---------      ---------     ------------
                                                                              
         Total Entertainment Restaurant Corp. .......   $100.00         44.51           30.49
         S&P Restaurant Index .......................   $100.00         95.42          149.54
         S&P Midcap 400 Index .......................   $100.00        109.79          130.76


     Assumes $100 invested on July 18, 1997 in the Company's  Common Stock,  the
Standard & Poor's Mid-Cap 400 Index and the Peer Group.  The calculations in the
table were made on a dividends reinvested basis.

     There can be no assurance that the Company's Common Stock  performance will
continue with the same or similar trends depicted in the above graph.


                PROPOSAL II -- AMENDMENT TO THE STOCK OPTION PLAN

     The Board of Directors proposes that the stockholders  approve an amendment
to the Plan to increase the number of authorized shares of Common Stock reserved
for  issuance  pursuant to the exercise of options  granted  under the Plan from
1,500,000 shares to 1,600,000 shares.

     Pursuant  to the Plan,  both  incentive  and  non-qualified  options may be
granted to key employees of the Company,  or with respect to incentive  options,
to any employees  of, any  subsidiary in which the Company owns more than 50% of
the total  combined  voting power of all classes of stock,  including  part-time
employees.  As of the Record Date,  options to purchase  1,156,645 shares of the
Company's  Common  Stock  were  outstanding  under the Plan and  343,355  shares
remained available for the grant of options under the Plan.  Approximately 1,750
employees are currently  eligible to  participate  under the Plan since the Plan
allows  grants to  full-time  and  part-time  employees  of the  Company and its
subsidiaries.

     The  Board  of  Directors   believes  it  is  in  the   Company's  and  its
stockholders'  best  interests to approve the Amendment  because it should allow
the Company to continue to grant options under the Plan,  which  facilitates the


                                       10


benefits of the additional  incentive  inherent in the ownership of Common Stock
by key  employees  of the  Company  and its  subsidiaries  and helps the Company
retain the services of key employees.

     The proposed Amendment is attached as Exhibit A to this Proxy Statement. As
of the Record Date,  the closing  sales price of the  Company's  Common Stock on
Nasdaq was $3.1875.

     The  following  table sets forth all options  granted under the Plan to the
(i) Named Executive Officers, (ii) all current executive officers as a group and
(iii) all  employees,  including  all  current  officers  who are not  executive
officers, as a group, as follows:

                    Name                                      Number of Options
                    -----                                      --------------

            Gary M. Judd ......................................    100,000(1)
            President                                               20,000(3)

            James K. Zielke ...................................     50,000(1)
            Chief Financial Officer,                                30,000(3)
            Secretary and Treasurer

            J. Chris Weinberg .................................     20,000(1)
            Chief Operating Officer                                 30,000(2)
                                                                    15,000(3)

            All Current Executive Officers as a Group .........    315,000

            Non-Executive Employee Group ......................    841,645(4)

- ----------
(1)  Such  options  were  granted  in July  1997 at an  exercise  price of $9.00
     vesting over a five-year period.
(2)  Such options  were  granted in January  1998 at an exercise  price of $4.75
     vesting over a five-year period.
(3)  Such options were  granted in February  1999 at an exercise  price of $3.75
     vesting over a three-year period.
(4)  Such options were granted at an average  exercise  price of $5.11 per share
     vesting over either a three or five-year period.

Administration

     The Plan is  administered  by a Stock Option  Committee,  consisting of not
less than three  members of the Board of  Directors  of the  Company who are not
eligible to participate  in the Plan. The members of the Stock Option  Committee
are  appointed by the Board of Directors  and serve at the pleasure of the Board
of Directors.  The Stock Option Committee  selects the key employees who will be
granted  options  under the Plan and,  subject  to the  provisions  of the Plan,
determines the terms and conditions and number of shares of Common Stock subject
to each option.  The Stock Option Committee also makes any other  determinations
necessary or advisable for the administration of the Plan. Determinations by the
Stock Option  Committee  are final and  conclusive.  Grants of options and other
decisions of the Stock Option Committee are not required to be made on a uniform
basis.  The Plan will  terminate on July 17, 2007,  but may be terminated by the
Board of Directors at any time before that date.


Description of Options

     Upon the grant of an option to a key employee,  the Stock Option  Committee
will fix the number of shares of Common  Stock that the  optionee  may  purchase
upon  exercise of the Option and the price at which the shares may be purchased.
The option price for incentive  stock options shall not be less than 100% of the
"fair  market  value" of the  shares of Common  Stock at the time the  option is
granted;  provided,  however,  that with respect to an incentive stock option in
the case of an optionee, who, at the time such option is granted, owns more than
10% of the voting stock of the Company or its  subsidiaries,  the purchase price
per share shall be at least 110% of the fair market value.  The option price for
non-qualified options shall not be less than 75% of the fair market value at the
time the option is  granted.  To date,  the Company has not granted an option to
any individual at a purchase price below fair market value.  "Fair market value"
is deemed to be the closing  sales price of Common  Stock on such date on Nasdaq
or, if the  Common  Stock is not listed on Nasdaq,  in the  principal  market in
which the Common Stock is traded.


                                       11


Registration of Shares

     The Company  intends to file a registration  statement under the Securities
Act of 1933, as amended,  with respect to the shares of Common Stock  underlying
the options granted pursuant to the Plan.


Vote Required

     The approval of the amendment to the Plan requires the affirmative  vote of
a majority of the votes cast by all  stockholders  represented  and  entitled to
vote  thereon.  Broker  "non-votes"  are not included in the  tabulation  of the
voting results and  therefore,  do not have the effect of votes in opposition in
such  tabulations.  An abstention from voting on a matter or a Proxy instructing
that a vote be withheld  has the same effect as a vote against a matter since it
is one less vote for approval.


Recommendation of the Board of Directors

     THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ADOPTION OF THE PROPOSAL
TO AMEND THE PLAN.


       PROPOSAL III -- RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

     The Board of Directors  has appointed  Ernst & Young,  LLP as the Company's
independent  auditors for the fiscal year ending December 28, 1999. Although the
selection of independent  auditors does not require  ratification,  the Board of
Directors has directed that the  appointment of Ernst & Young,  LLP be submitted
to stockholders for ratification due to the significance of their appointment to
the Company. If stockholders do not ratify the appointment of Ernst & Young, LLP
as the Company's independent auditors,  the Board of Directors will consider the
appointment of other certified public  accountants.  A representative of Ernst &
Young,  LLP will be present at the Meeting and will be  available  to respond to
appropriate questions. The approval of the proposal to ratify the appointment of
Ernst & Young, LLP requires the affirmative vote of a majority of the votes cast
by all shareholders represented and entitled to vote thereon. Broker "non-votes"
are not included in the tabulation of the voting  results and therefore,  do not
have the effect of votes in opposition in such  tabulations.  An abstention from
voting on a matter or a Proxy  instructing  that a vote be withheld has the same
effect as a vote against a matter since it is one less vote for approval.


Recommendation of the Board of Directors

     THE BOARD OF  DIRECTORS  RECOMMENDS  A VOTE "FOR" THE  RATIFICATION  OF THE
APPOINTMENT OF ERNST & YOUNG, LLP AS THE COMPANY'S  INDEPENDENT AUDITORS FOR THE
FISCAL YEAR ENDING DECEMBER 28, 1999.


                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


Services Agreement

     On July 17,  1997,  the  Company  entered  into a services  agreement  with
Coulter  Enterprises,  Inc., a company owned by Jamie B. Coulter,  the Company's
former  Chairman  of  the  Board,  for  certain  accounting  and  administrative
services. The fixed annual charge, which was pro rated for 1997, was $94,000 and
the per unit per 28-day  accounting  period fee was $426, plus  reimbursement of
all  direct  out-of-pocket  costs and  expenses.  For the  fiscal  year 1998 and
through February 28, 1999, the fixed annual charge was $194,500 and the per unit
per 28-day  accounting  period fee was $466,  plus  reimbursement  of all direct
out-of-pocket costs and expenses. The increase in the fixed charge was due to an
increase in the number of entertainment  restaurants operated by the Company. On
March 1, 1999,  the Company  terminated  the  services  agreement  with  Coulter
Enterprises, Inc.


Restaurant Leases

     The  Company  leases two of its  entertainment  restaurant  locations  from
limited  partnerships  contolled by Stephen P.  Hartnett,  a Co-Chairman  of the
Board of the  Company.  The  annual  rent and  maintenance  expense  paid to the
limited partnerships for the College Station, Texas location for the fiscal year
ended  December  29,  1998 was  $67,410,  which will also be the annual rent and
maintenance  expense for the fiscal year ending  December 28,


                                       12


1999. The annual rent and maintenance  expense paid to the limited  partnerships
for the Dallas  (Midway),  Texas location for the fiscal year ended December 29,
1998 was $208,398,  which will also be the annual rent and  maintenance  expense
for the fisal year ending December 28, 1999.


                              STOCKHOLDER PROPOSALS

     In order to be  considered  for  inclusion  in the  proxy  materials  to be
distributed in connection  with the next Annual Meeting of  Stockholders  of the
Company, stockholder proposals for such meeting must be submitted to the Company
no later than December 27, 1999. Management of the Company is allowed to use its
discretionary proxy voting authority in connection with any stockholder proposal
received by the Company after March 13, 2000 intended for presentation  from the
floor at the next Annual Meeting of Stockholders.

                                  OTHER MATTERS

     So far as now known,  there is no business other than that described  above
to be  presented  for  action  by the  stockholders  at the  Meeting,  but it is
intended  that the proxies  will be voted upon any other  matters and  proposals
that may  legally  come  before  the  Meeting  or any  adjournment  thereof,  in
accordance with the discretion of the persons named therein.


                                  ANNUAL REPORT

     All  stockholders  of record as of April 20,  1999 have been  sent,  or are
concurrently  herewith being sent, a copy of the Company's Annual Report for the
fiscal year ended December 29, 1998. Such report contains certified consolidated
financial  statements  of the Company and its  subsidiaries  for the fiscal year
ended December 29, 1998.

                                           By Order of the Company,



                                           James K. Zielke
                                           Secretary

Wichita, Kansas
Dated: April 27, 1999

The Company will furnish,  without  charge,  a copy of its Annual Report on Form
10-K for the fiscal year ended  December  29, 1998  (without  exhibits) as filed
with the Securities  and Exchange  Commission to  stockholders  of record on the
Record  Date who make  written  request  therefore  to  Christopher  L.  Wettig,
Executive  Vice  President,  Total  Entertainment  Restaurant  Corp.,  9300 East
Central Avenue, Suite 100, Wichita, Kansas 67206.


                                       13


                                                                       EXHIBIT A


                    PROPROSED AMENDMENT TO 1997 INCENTIVE AND
    NON-QUALIFIED STOCK OPTION PLAN OF TOTAL ENTERTAINMENT RESTAURANT CORP.


4.   Stock Reserved for the Plan

     Subject to  adjustment  as  provided  in  Section 7 hereof,  a total of one
million six hundred thousand (1,600,000) shares of Common Stock, $0.01 par value
("Stock"),  of the  Company  shall be subject  to the Plan.  The shares of Stock
subject to the Plan shall consist of unissued shares or previously issued shares
reacquired  and held by the Company or any  Subsidiary of the Company,  and such
amount of shares of Stock shall be and is hereby reserved for such purpose.  Any
of such  shares of Stock  which may remain  unsold and which are not  subject to
outstanding  Options at the  termination  of the Plan shall cease to be reserved
for the  purpose of the Plan,  but until  termination  of the Plan,  the Company
shall at all times  reserve a  sufficient  number of shares of Stock to meet the
requirements of the Plan.  Should any Option expire or be cancelled prior to its
exercise  in full or should the number of shares of Stock to be  delivered  upon
the exercise in full of an Option be reduced for any reason, the shares of Stock
theretofore  subject to such Option may again be subject to an Option  under the
Plan.




                                       A-1




                              FOLD AND DETACH HERE
- --------------------------------------------------------------------------------

                      TOTAL ENTERTAINMENT RESTAURANT CORP.
                         ANNUAL MEETING OF STOCKHOLDERS
                                  MAY 25, 1999
           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

     The undersigned,  a stockholder of Total Entertainment  Restaurant Corp., a
Delaware corporation (the "Company"), does hereby appoint Dennis L. Thompson and
Stephen P. Hartnett and each of them, the true and lawful  attorneys and proxies
with full  power of  substitution,  for and in the name,  place and stead of the
undersigned,  to vote all of the shares of Common Stock of the Company which the
undersigned  would be entitled to vote if personally  present at the 1999 Annual
Meeting of  Stockholders  of the Company to be held at the Fox and Hound English
Pub & Grille restaurant  located at 18918 Midway Road,  Dallas,  Texas 75287, on
Tuesday,  May 25,  1999 at 10:00  a.m.  local  time,  or at any  adjournment  or
adjournments thereof.

     The undersigned hereby instructs said proxies or their substitutes:

1.   ELECTION OF DIRECTORS:  The election of the following directors:  Steven M.
     Johnson,  Gary M. Judd and John D.  Harkey,  Jr.,  to serve  until the 2002
     annual meeting of  stockholders  and until their  successors have been duly
     elected and qualified.

     |_| FOR                         |_|  WITHHOLD AUTHORITY to vote for any
                                          nominee(s), print names(s) below

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

2.   AMENDMENT TO THE COMPANY'S  1997 INCENTIVE AND  NON-QUALIFIED  STOCK OPTION
     PLAN: To vote for approval of the amendment to the Company's 1997 Incentive
     and  Non-Qualified  Option Plan to increase  the number of shares  issuable
     thereunder.

         |_|  FOR                 |_|  AGAINST                   |_| ABSTAIN

3.   RATIFICATION OF APPOINTMENT OF AUDITORS: To ratify the appointment of Ernst
     & Young, LLP as the independent auditors of the Company for the fiscal year
     ending December 28, 1999.

         |_|  FOR                 |_|  AGAINST                   |_| ABSTAIN

4.   DISCRETIONARY  AUTHORITY: To vote with discretionary authority with respect
     to all other matters which may come before the Meeting.

           (Continued and to be signed and dated, on the reverse side)





                              FOLD AND DETACH HERE
- --------------------------------------------------------------------------------

(Continued from other side)

THIS PROXY WILL BE VOTED IN ACCORDANCE WITH ANY DIRECTIONS  HEREINBEFORE  GIVEN.
UNLESS  OTHERWISE  SPECIFIED,  THIS PROXY WILL BE VOTED TO ELECT THE NOMINEES AS
DIRECTORS,  TO AMEND THE 1997 INCENTIVE AND NON-QUALIFIED  STOCK OPTION PLAN, TO
RATIFY  THE  APPOINTMENT  OF ERNST &  YOUNG,  LLP AS THE  COMPANY'S  INDEPENDENT
AUDITORS  AND IN  ACCORDANCE  WITH THE  DISCRETION  OF THE PROXIES OR PROXY WITH
RESPECT TO ANY OTHER BUSINESS TRANSACTED AT THE ANNUAL MEETING. 

                              The  undersigned   hereby  revokes  any  proxy  or
                              proxies heretofore given and ratifies and confirms
                              that all the proxies  appointed  hereby, or any of
                              them,  or their  substitutes,  may  lawfully do or
                              cause to be done by virtue hereof. The undersigned
                              hereby  acknowledges  receipt  of a  copy  of  the
                              Notice of Annual Meeting and Proxy Statement, both
                              dated April 27, 1999,  and a copy of the Company's
                              Annual  Report for the fiscal year ended  December
                              29, 1998.

                              DATED: _____________________________________, 1999

                              __________________________________________, (L.S.)

                              __________________________________________, (L.S.)
                                              Signature(s)


NOTE:  Your  signature  should appear the same as your name appears  hereon.  In
signing  as  attorney,  executor,  administrator,  trustee or  guardian,  please
indicate  the capacity in which  signing.  When  signing as joint  tenants,  all
parties in the joint tenancy must sign.  When a proxy is given by a corporation,
it should be signed by an authorized officer and the corporate seal affixed.  No
postage is required if mailed in the United States.