SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

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[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
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[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12

CORVEL CORPORATION
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(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):

[ ] Fee not 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:

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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
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[ ] 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 Previously Paid:

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(4) Date Filed:

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2

[CorVel Logo]

July 1, 1999

Dear CorVel Stockholder:

We are pleased to invite you to our 1999 Annual Meeting which will be held at
the offices of the Company, 2010 Main Street, Suite 1020, Irvine, California, on
Thursday, August 5, 1999, at 1:00 p.m. Pacific Daylight Time. The Annual Meeting
will begin with a report on the Company's progress, followed by a discussion and
stockholder questions. Voting on election of directors and other matters is also
scheduled. The items to be voted on are addressed in the enclosed Notice of
Annual Meeting of Stockholders and Proxy Statement.

Several significant milestones reached in fiscal 1999 deserve special mention:

o CorVel reported record revenues of $165.5 million for the fiscal year ended
March 31, 1999, representing an increase of approximately 17% over the $142
million in revenues in fiscal 1998.

o CorVel continued to add branch offices and to expand the number of
state-licensed "Managed Care Organizations" during the year.

o CorVel released new versions of both its Advocacy(R) patient management
software and its MedCheck(R) 2000 line of medical bill review software.

Your vote is important. Whether or not you plan to attend the Annual Meeting,
please complete and mail the enclosed proxy card to ensure that your shares will
be represented. A postage pre-paid envelope has been provided for your
convenience.

We look forward to seeing you at our meeting.

Sincerely,

/s/ V. GORDON CLEMONS
-------------------------------
V. Gordon Clemons,
Chairman of the Board, Chief
Executive Officer and President

CorVel Corporation

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

AUGUST 5, 1999

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To the Stockholders of CorVel Corporation:

Notice is hereby given that the 1999 Annual Meeting of Stockholders of CorVel
Corporation, will be held at the Company's offices, at 2010 Main Street, Suite
1020, Irvine, California, on Thursday, August 5, 1999, at 1:00 p.m. Pacific Time
for the following purposes:

1. To elect five (5) directors to serve until the 2000 Annual Meeting;

2. To approve the appointment of Ernst & Young LLP as independent auditors
of the Company for fiscal 2000; and

3. To transact such other business as may properly come before the Annual
Meeting or any adjournment thereof.

The close of business on June 15, 1999 has been fixed as the record date for the
determination of stockholders entitled to notice of and to vote at the Annual
Meeting and any adjournment thereof. Only stockholders of record at such time
will be so entitled to vote.

You are cordially invited to attend the Annual Meeting in person. Even if you
plan to attend the Annual Meeting, PLEASE PROMPTLY COMPLETE, SIGN, DATE AND
RETURN THE ENCLOSED PROXY CARD in the enclosed, self-addressed, postage pre-paid
envelope. It will assist us in keeping down the expenses of the Annual Meeting
if all stockholders return their signed proxies promptly, whether they own a few
shares or many shares.

A MAJORITY OF THE OUTSTANDING SHARES OF COMMON STOCK MUST BE REPRESENTED AT THE
ANNUAL MEETING IN ORDER TO CONSTITUTE A QUORUM. PLEASE RETURN YOUR PROXY CARD IN
ORDER TO ENSURE THAT A QUORUM IS OBTAINED AND TO AVOID THE ADDITIONAL COST TO
THE COMPANY OF ADJOURNING THE ANNUAL MEETING AND RESOLICITING PROXIES.

YOUR VOTE IS IMPORTANT.

By Order of the Board of Directors,
RICHARD J. SCHWEPPE
Secretary
Irvine, California
July 1, 1999

CORVEL CORPORATION

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PROXY STATEMENT

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This Proxy Statement and the enclosed proxy card are furnished in connection
with the 1999 Annual Meeting of Stockholders (the "Annual Meeting") of CorVel
Corporation (the "Company") which will be held at the Company's offices located
at 2010 Main Street, Suite 1020, Irvine, California, on Thursday, August 5,
1999, at 1:00 p.m. Pacific Time. Stockholders of record at the close of business
on June 15, 1999, are entitled to notice of and to vote at the Annual Meeting
and any adjournment thereof.

On June 15, 1999, there were 8,118,395 shares of Common Stock, $.0001 par value
per share (the "Common Stock") outstanding. Each share of Common Stock is
entitled to one vote on all matters brought before the Annual Meeting.

A majority of the outstanding shares of Common Stock entitled to vote at the
Annual Meeting will constitute a quorum. The Company's inspector of elections
for the Annual Meeting will count as present abstentions and so-called "broker
non-votes" (i.e., shares held by a broker or other nominee having discretionary
power to vote on some matters but not others) for purposes of determining
whether a quorum exists for the transaction of business at the Annual Meeting.
Abstentions are also counted in tabulating the total number of votes cast on
matters voted on by the stockholders at the Annual Meeting. Broker non-votes are
not counted for purposes of determining either the number of votes cast on any
matter voted on by the stockholders or whether such matter has been approved.

If the enclosed form of proxy is properly signed and returned, the shares
represented thereby will be voted at the Annual Meeting in accordance with the
instructions specified thereon. If the proxy does not specify how the shares
represented thereby are to be voted, the proxy will be voted FOR the election of
the directors proposed by the Board unless the authority to vote for the
election of such directors is withheld and, if no contrary instructions are
given, the proxy will be voted FOR the approval of the selection of Ernst &
Young LLP as independent auditors of the Company for the fiscal year ending
March 31, 2000.

The enclosed proxy is being solicited by the Company's Board of Directors (the
"Board") and is revocable at any time prior to its exercise. A proxy may be
revoked by delivery of a written revocation to the Secretary of the Company, by
presentation of a subsequent proxy, properly signed, or by attendance at the
Annual Meeting and voting in person.

This Proxy Statement, the enclosed proxy card and the Company's Annual Report
for the fiscal year ended March 31, 1999, are scheduled to be mailed commencing
on or about July 1, 1999 to stockholders of record on June 15, 1999.

The principal executive offices of the Company are located at 2010 Main Street,
Suite 1020, Irvine, California 92614. The Company's telephone number is (949)
851-1473.

PROPOSAL 1

ELECTION OF DIRECTORS

A board of five directors is to be elected at the Annual Meeting. The Company's
Certificate of Incorporation provides that each director will serve for a term
ending on the date of the Company's next annual meeting. The foregoing
notwithstanding, directors will serve until their successors have been duly
elected and qualified or until they resign, become disqualified or disabled, or
are otherwise removed.

The enclosed proxy will be voted, unless authority is withheld or the proxy is
revoked, only for the election of each of the nominees for election named below
to hold office until the date of the Company's 2000 Annual Meeting of
Stockholders or until his successor has been duly elected and qualified or until
he resigns, becomes disqualified or disabled, or is otherwise removed. Each such
nominee is currently serving as a director and has indicated his willingness to
continue to serve as a director if elected. In the unanticipated event that any
such nominee becomes unable or declines to serve at the time of the Annual
Meeting, the proxies will be voted for a substitute person nominated by the
Board.

DIRECTORS AND NOMINEES

The names and certain information about the nominees for director are set forth
below:

NAME AGE POSITION
---- --- --------

V. Gordon Clemons 55 Chairman of the Board, Chief
Executive Officer and President

Peter E. Flynn (1) 39 Director

Steven J. Hamerslag (1) (2) 43 Director

R. Judd Jessup (1) (2) 51 Director

Jeffrey J. Michael (2) 42 Director

- ------------------
(1) Member of the Audit Committee.
(2) Member of the Compensation Committee.

Mr. Clemons joined the Company as President and Chief Executive Officer in
January 1988 and became Chairman of the Board in April 1991. Mr. Clemons was
President of Caremark, Inc., the then largest home intravenous therapy company
in the United States, from May 1985 to September 1987, at which time the company
was purchased by Baxter International, Inc. From 1981 to 1985, Mr. Clemons was
President of INTRACORP, a subsidiary of CIGNA Corporation. Mr. Clemons has 23
years of experience in the health care and insurance industries. Mr. Clemons has
served on the board of Omnicell Technologies, Inc., a provider of hospital
supply and pharmaceutical systems, since December 1995.

Mr. Flynn has served as a director of the Company since May 1991. Mr. Flynn has
been the Executive Vice President and Secretary of ENStar, Inc., ("ENStar"),
formerly a wholly-owned subsidiary of North Star Universal, Inc. ("North Star")
since February 1997. Mr. Flynn has also served at President of Americable, Inc.,
a wholly-owned subsidiary of ENStar since June 1997. In connection with certain
transactions (collectively the "Reorganization") consummated pursuant to a
reorganization agreement, North Star transferred to ENStar certain of its assets
including its shares of the Company. Pursuant to the Reorganization, ENStar
ceased to be a subsidiary of North Star and became a publicly traded company.
From December 1990 to February 1997, Mr. Flynn was Executive Vice President,
Chief Financial Officer and Secretary of North Star. From April 1989 to December
1990, Mr. Flynn was the Treasurer of North Star. Mr. Flynn also serves as a
director of Vicom.

Mr. Hamerslag has served as a director of the Company since May 1991. Mr.
Hamerslag has been the Vice-Chairman of MTI Technology Corporation, a
manufacturer of computer peripherals and network management software, since
April 1996. From 1987 to April 1996, Mr. Hamerslag was the President and Chief
Executive Officer of MTI.

Mr. Jessup has served as a director of the Company since August 1997. Mr. Jessup
was President of the HMO Division of FHP International Corporation ("FHP") a
diversified health care services company, from 1994 to 1996. From 1987 to 1994,
Mr. Jessup was President of TakeCare, Inc., a publicly traded HMO operating in
California, Colorado, Illinois and Ohio, until it was acquired by FHP. Mr.
Jessup has 26 years of experience in the health care and managed care
industries. Mr. Jessup served as President of the California Association of
HMO's for two years and as a director for four years. Mr. Jessup has been a
director of ADESSO Specialty Services, Inc., a specialist network management
company, and Mellenium Health, Inc., a disease management company since May
1998. Mr. Jessup has also been a director of Pacific Dental Benefits, a dental
HMO, since November 1997, a director of US Laboratories, a pathology delivery
company since May 1998, and a director of NovaMed Eyecare Services since August
1998.

Mr. Michael has served as a director of the Company since September 1990. Mr.
Michael has been the President, Chief Executive Officer and a director of ENStar
since March 1996. Mr. Michael was an initial director and officer (serving as
President and Secretary) of ENStar at the time it was organized by North Star in
December 1995. Prior to the Reorganization, Mr. Michael served as President and
Chief Executive Officer of North Star from December 1990 until February 1997 and
a director of North Star since May 1987. From April 1989 to December 1990 Mr.
Michael was the Vice President-Finance of North Star. Mr. Michael has been a
director of Michael Foods, Inc., a food processing and distribution company
formerly affiliated with North Star, since April 1990, and a director of
Michael-Curry Companies, Inc. from January 1993 until December 1998. Mr. Michael
has also been a director of Centuple Communications, Inc., a communications
company, since August 1997.

BOARD MEETINGS AND COMMITTEES

During fiscal 1999, the Board held four meetings and took three actions by
unanimous written consent in lieu of meetings. Each of the present directors
standing for re-election at the Annual Meeting attended at least 75% of the
meetings of the Board and the committees of the Board of which they are members
and participated in 100% of the actions by written consent of the Board.

The Committees of the Board include the Audit Committee and the Compensation
Committee. The Board does not have a nominating committee.

The Audit Committee is primarily responsible for approving the services
performed by the Company's independent accountants and reviewing the Company's
accounting practices and system of internal accounting controls. The Audit
Committee currently consists of Messrs. Flynn, Hamerslag, and Jessup. The Audit
Committee met once during fiscal 1999.

The Compensation Committee is responsible for recommending and reviewing the
compensation, including perquisites, of the Company's employees and for
administering the Company's employee stock option and stock purchase plans. The
Compensation Committee consists of Messrs. Hamerslag, Jessup, and Michael. The
Compensation Committee met four times and took nine actions by unanimous written
consent in lieu of meetings during fiscal 1999.

COMPENSATION OF DIRECTORS

The Company pays each non-employee director an amount equal to $1,250 plus
travel expenses for each Board meeting attended. The directors do not receive
fees for telephonic meetings. Each individual who first becomes a non-employee
member of the Board at any time on or after August 5, 1993 and who has not
previously been in the employ of the Company, will receive an automatic option
grant for 10,000 shares of Common Stock under the Company's Restated 1988
Executive Stock Option Plan, as amended (the "Option Plan"). In addition, each
non-employee director who continues to serve as a non-employee Board member
after one or more annual stockholder meetings commencing with the 1993 Annual
Meeting, will be granted at that meeting, whether or not such individual has
been in the prior employ of the Company, an option to purchase 3,000 shares of
Common Stock, provided such individual has been a non-employee member of the
Board for at least six months. Accordingly, as a non-employee director who was
re-elected at the 1998 Annual Meeting each of Messrs. Flynn, Hamerslag, Jessup
and Michael received an option to purchase 3,000 shares of Common Stock on
August 6, 1998, (the date of the 1998 Annual Meeting), with an exercise price of
$ 18.188. In addition, each of Messrs. Flynn, Hamerslag, Jessup, and Michael,
will be granted an automatic option to purchase an additional 3,000 shares of
Common Stock on the date of the 1999 Annual Meeting at an exercise price equal
to the fair market value of the stock on such date, provided such individual is
re-elected as a director at the time of the Annual Meeting.

STOCKHOLDER APPROVAL

Directors are elected by a plurality of the voters present or represented at the
Annual Meeting. The five nominees receiving the highest number of affirmative
votes cast at the Annual Meeting will be the elected directors of the Company.

THE BOARD RECOMMENDS A VOTE FOR EACH OF THE NOMINEES NAMED ABOVE OR HIS
SUBSTITUTE AS DESCRIBED ABOVE.

PROPOSAL 2

RATIFICATION OF APPOINTMENT OF AUDITORS

The accounting firm of Ernst & Young LLP served as the independent auditors for
the Company for the fiscal year ended March 31, 1999. The Board has selected
Ernst & Young LLP as the Company's independent auditors for the fiscal year
ending March 31, 2000 and has further directed that the selection of the
auditors be submitted for ratification by the stockholders at the Annual
Meeting. Neither Ernst & Young LLP nor any of its members has any relationship
with the Company or any of its affiliates except in the firm's capacity as the
Company's auditors. The affirmative vote of a majority of the shares of the
Company's voting stock represented and voted at the Annual Meeting is required
for approval of the appointment of Ernst & Young LLP as the Company's
independent auditors.

Representatives of Ernst & Young LLP are expected to be present at the Annual
Meeting. They will have an opportunity to make statements and will be available
to respond to appropriate questions from stockholders.

Stockholder ratification of the appointment of Ernst & Young LLP as the
Company's independent auditors is not required by the Company's Bylaws or
otherwise. However, the Board is submitting the appointment of Ernst & Young LLP
to the stockholders for ratification as a matter of good corporate practice. If
the stockholders fail to ratify the appointment by an affirmative vote of the
holders of a majority of the Common Stock present or represented at the meeting
and entitled to vote thereat, the Audit Committee and the Board will reconsider
whether to retain that firm as the Company's independent auditors. Even if the
appointment is ratified, the Audit Committee and the Board in their discretion
may direct the appointment of a different independent accounting firm at any
time during the year if they determine that such a change would be in the best
interest of the Company and its stockholders.

THE BOARD RECOMMENDS A VOTE FOR APPROVAL OF THE APPOINTMENT OF ERNST & YOUNG LLP
AS THE COMPANY'S INDEPENDENT AUDITORS.

OTHER MATTERS

Management does not know of any other matters to be brought before the Annual
Meeting. If any other matter is properly presented for consideration at the
Annual Meeting, it is intended that the proxies will be voted by the persons
named therein in accordance with their judgment on such matters.

PRINCIPAL STOCKHOLDERS

The following table sets forth certain information known to the Company as of
May 31, 1999 with respect to beneficial ownership of the Company's Common Stock
by (i) each person (or group of affiliated persons) who is known by the Company
to own beneficially more than 5% of the Company's outstanding Common Stock, (ii)
each director and/or nominee for director, (iii) the Chief Executive Officer and
each other Named Executive Officer of CorVel (as such term is defined below
under the caption "Summary of Cash and Certain Other Compensation"), and (iv)
all current directors and executive officers as a group, together with the
approximate percentages of outstanding Common Stock owned by each of them. The
following table is based upon information supplied by directors, executive
officers and principal stockholders, and Schedule 13Gs filed with the Securities
and Exchange Commission. Except as otherwise noted, the persons named in the
following table have sole voting and investment power with respect to all shares
shown as beneficially owned by them, subject to community property laws where
applicable.

NAME AND ADDRESS OF AMOUNT OF COMMON PERCENTAGE OF COMMON
BENEFICIAL OWNER STOCK BENEFICIALLY OWNED(1) STOCK BENEFICIALLY OWNED(2)
- ------------------- --------------------------- ---------------------------

ENSTAR, INC. 2,081,592 (3) 25.54%
Jeffrey J. Michael
6479 City West Parkway
Eden Prairie, MN 55344

V. GORDON CLEMONS 759,108 (4) 9.34%
2010 Main Street, Suite 1020
Irvine, CA 92614

WELLINGTON MANAGEMENT COMPANY, LLP 668,400 (5) 8.22%
75 State Street
Boston, MA 02109

OPPENHEIMER CAPITAL 534,379 (6) 6.57%
Oppenheimer Tower
World Financial Center
New York, NY 10281

KESTREL INVESTMENT MANAGEMENT CORP. 505,200 (7) 6.21%
Daniel J. Steinman
Abbott J. Keller
411 Borel Avenue, Suite 403
San Mateo, CA 94402

FMR CORPORATION 440,000 (8) 5.41%
82 Devonshire Street
Boston, MA 02109

DANIEL H. DAVIS 169,292 (9) 2.10%
1210 Northbrook Drive, Suite 410
Trevose, PA 19053

LOUIS E. SILVERMAN 51,460 (10) *
2010 Main Street, Suite 1020
Irvine, CA 92614

R. JUDD JESSUP 40,500 (11) *
30962 Via Serenidad
Cotode Caza, CA 92679

STEVEN J. HAMERSLAG *
17501 Via DeFortune 25,500 (12)
Rancho Santa Fe, CA 92067

PETER E. FLYNN *
6479 City West Parkway 25,100 (13)
Eden Prairie, MN 55344

All executive officers and directors 1,133,212 (14) 13.7%
as a group (8 individuals)

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*Less than 1%

(1) Amount of Common Stock has been adjusted to reflect a two-for-one stock
split in the form of a 100% stock dividend (the "Stock Split") on the Company's
outstanding Common Stock held by shareholders of record on May 31, 1999.

(2) Applicable percentage ownership is based on 8,128,910 shares of Common Stock
outstanding as of May 31, 1999, which excludes a total of 1,784,480 shares
repurchased by the Company in accordance with the Stock Repurchase Program
described below under the caption, "Certain Transactions" and held by the
Company in the treasury. Any securities not outstanding but which are subject to
options exercisable within 60 days of May 31, 1999, are deemed outstanding for
the purpose of computing the percentage of outstanding Common Stock beneficially
owned by any person holding such options but are not deemed outstanding for the
purpose of computing the percentage of Common Stock beneficially owned by any
other person.

(3) Includes 2,050,000 shares owned by ENStar, Inc. ("ENStar"), 21,092 shares
owned directly by Mr. Michael, a director of ENStar and the Company and 10,500
shares subject to options held by Mr. Michael that are exercisable within 60
days of May 31, 1999. Excludes 7,500 shares subject to options held by Mr.
Michael that are exercisable after July 31, 1999. Mr. Michael is the President
and Chief Executive Officer and a stockholder of ENStar. In addition, Mr.
Michael is the managing general partner of the 3J2R Limited Partnership and both
a general and limited partner of the 4J2R1C Limited Partnership, both of which
are a stockholder of ENStar. Based on the foregoing, Mr. Michael may be deemed
to share beneficial ownership of the shares of the Company's Common Stock held
by ENStar. Mr. Michael disclaims such beneficial ownership except to the extent
of any indirect pecuniary interest therein. ENStar's common and voting preferred
stock are traded on the over-the-counter market under the symbol ENSR. ENStar
files periodic reports, proxy statements and other information with the
Securities and Exchange Commission under the Securities Exchange Act of 1934, as
amended, relating to its business, financial condition and other matters. Also
excludes 3,000 shares issuable upon the exercise of options to be granted to Mr.
Michael at the Annual Meeting (provided he is re-elected) as non-employee
directors of the Company under the Automatic Option Grant Program.

(4) Includes 757,058 shares owned by Mr. Clemons directly and 2,050 shares owned
indirectly by Mr. Clemons as custodian for his child who shares the same primary
residence.

(5) According to the Schedule 13G of Wellington Management Company, LLP ("WMC")
dated January 24, 1999, WMC is an Investment Advisor registered under Section
203 of the Investment Advisors Act of 1940, and shares investment power, along
with its clients, with respect to the shares.

(6) According to the Schedule 13G of Oppenheimer Capital ("Oppenheimer") dated
February 9, 1999, Oppenheimer is an Investment Advisor registered under Section
203 of the Investment Advisors Act of 1940, and shares investment power, along
with its clients, with respect to the shares.

(7) According to the Schedule 13G of Kestrel Investment Management Corporation
("Kestrel") dated February 10, 1999, David J. Steinman and Abbott J. Keller are
the sole shareholders of Kestrel, which is an investment advisor registered
under Section 203 of the Investment Advisors Act of 1940 with sole investment
power with respect to the shares.

(8) According to the Schedule 13G of Fidelity Management & Research Company
("Fidelity") dated February 1, 1999, Fidelity is a wholly-owned subsidiary of
FMR Corporation and is an investment company registered under Section 203 of the
Investment Company Act of 1940. Edward C. Johnson, FMR Corporation, through its
control of Fidelity, and the funds each have sole power to dispose the shares,
while power to vote the shares resides in the Fund's Board of Trustees.

(9) Includes 133,228 shares owned directly by Mr. Davis and 36,064 shares
subject to options that are exercisable within 60 days of May 31, 1999. Excludes
48,936 shares issuable upon exercise of options exercisable after July 31, 1999.

(10) Consists of 51,460 shares subject to options held by Mr. Silverman that are
exercisable within 60 days of May 31, 1999. Excludes 53,540 shares issuable upon
exercise of options exercisable after July 31, 1999.

(11) Includes 38,000 shares owned directly by Mr. Jessup and 2,500 shares
subject to options that are exercisable within 60 days of May 31, 1999. Excludes
10,500 shares issuable upon exercise of options exercisable after July 31, 1998.
Also excludes 3,000 shares issuable upon the exercise of options to be granted
to Mr. Jessup at the Annual Meeting (provided he is re-elected) as a
non-employee director of the Company under the Automatic Option Grant Program.

(12) Includes 15,000 shares owned directly by Mr. Hamerslag and 10,500 shares
subject to options that are exercisable within 60 days of May 31, 1999. Excludes
7,500 shares issuable upon exercise of options exercisable after July 31, 1999.
Also excludes 3,000 shares issuable upon the exercise of options to be granted
to Mr. Hamerslag at the Annual Meeting (provided he is re-elected) as a
non-employee director of the Company under the Automatic Option Grant Program.

(13) Includes 14,000 shares owned directly by Mr. Flynn, 600 shares owned
indirectly by Mr. Flynn as custodian for his children, and 10,500 shares subject
to options that are exercisable within 60 days of May 31, 1999. Excludes 7,500
shares issuable upon exercise of options exercisable after July 31, 1999. Also
excludes 3,000 shares issuable upon the exercise of options to be granted to Mr.
Flynn at the Annual Meeting (provided he is re-elected) as a non-employee
director of the Company under the Automatic Option Grant Program.

(14) Includes 989,386 shares owned directly or indirectly and 141,176 shares
subject to options exercisable within 60 days of May 31, 1999 held by those
officers and directors referenced above in footnotes 4, 9, 10, 11, 12, and 13
and one additional officer not referenced above who is an executive officer but
not a Named Executive Officer. Excludes 152,914 shares issuable upon exercise of
options exercisable after July 31, 1999 held by all executive officers and
directors as a group.

EXECUTIVE OFFICERS OF THE COMPANY

NAME AGE POSITION
---- --- --------

V. Gordon Clemons 55 Chairman of the Board, Chief Executive Officer and President
Daniel H. Davis 50 Vice President, Marketing & Business Development
Richard J. Schweppe 44 Chief Financial Officer and Secretary
Louis E. Silverman 40 Chief Operations Officer

Information regarding Mr. Clemons is included under the heading "Directors and
Nominees."

Mr. Davis has been the Vice President, Marketing and Business Development since
April 1988. From October 1987 to April 1988, Mr. Davis was the Senior Vice
President, Sales and Employee Benefits Group for INTRACORP. From May 1983 to
October 1987, he was the Senior Vice President, Marketing, for INTRACORP. Mr.
Davis has 28 years of experience in the health care and insurance industries.

Mr. Schweppe has been the Chief Financial Officer since April 1991 and Secretary
since June 1995. From March 1988 to April 1991, Mr. Schweppe was the Director of
Finance for the Company. From May 1983 to February 1988 Mr. Schweppe was the
Manager, Technical Accounting for Caremark, Inc.

Mr. Silverman became Chief Operations Officer in August 1998. From June 1995 to
August 1998, Mr. Silverman was Vice President, Operations. Mr. Silverman was
Vice President, Eastern and California Operations from April 1994 to May 1995.
Mr. Silverman joined the Company in March 1993 as Vice President, Eastern
Operations. Prior to joining the Company, Mr. Silverman served as Vice President
of Corporate Development from 1986 to 1990 and Vice President of California
Operations from 1990 to 1993 of Office Specialists, a national temporary
employment company. Mr. Silverman has 15 years of experience in service sector
general management, including direct operating, acquisitions, and strategic
planning responsibilities.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934, as amended (the "1934
Act") requires the Company's officers and directors, and persons who own more
than 10% of a registered class of the Company's equity securities, to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission ("SEC") and the National Association of Securities Dealers. Officers,
directors and greater than 10% stockholders are required by SEC regulations to
furnish the Company with copies of all Section 16(a) forms they file.

Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that no Forms 5 were
required for those persons, the Company believes that, during fiscal year 1999,
all filing requirements applicable to its officers, directors and greater than
10% beneficial owners were complied with.

EXECUTIVE COMPENSATION AND RELATED INFORMATION

REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION*

The Compensation Committee administers the Company's executive compensation
programs. After consideration of the Compensation Committee's recommendations,
the full Board reviews and approves the salaries of all elected officers,
including those of the executive officers named in the Summary Compensation
Table which follows this report. The Compensation Committee is responsible for
administering all other elements of executive compensation, including annual
incentive awards and stock option grants under the Company's Option Plan for
executive officers and other key employees.

GENERAL COMPENSATION GOALS

The design and implementation of all executive compensation arrangements are
based on certain goals derived from Company values, business strategy and
management requirements. These goals may be summarized as follows:

o Pay competitive salaries to attract, retain and motivate a highly
competent executive team essential to the long-term success of the
Company;

o Tie an individual's total compensation to individual and profit center
performance and the financial success of the Company;

o Reward executives for long-term corporate success by facilitating their
ability to acquire an ownership interest in the Company; and

o Align executives' financial interests with stockholder value.

FACTORS

Several of the more important factors which were considered in establishing the
components of each executive officer's compensation package for the 1999 fiscal
year are summarized below. Additional factors were also taken into account, and
the Compensation Committee may in its discretion apply entirely different
factors, particularly different measures of financial performance, in setting
executive compensation for future fiscal years. All compensation decisions will
be designed to further the general compensation goals indicated above.

BASE SALARIES. Base salaries are targeted to be moderate yet competitive in
relation to salaries commanded by those in similar positions with other
companies in the same industry. The base salary for each executive officer is
reviewed annually and is set on the basis of personal performance, the relative
importance of the functions the officer performs, the scope of the officer's
ongoing responsibilities, the salary levels in effect for comparable positions
with the Company's principal competitors, and internal equity considerations.
The weight given to each of these factors varies from individual to individual.

ANNUAL INCENTIVE AWARDS. Although the Company has a March 31 fiscal year end, it
has calendar year budgets and annual incentive plans which are based on the
calendar year. Incentive awards to the Chief Executive Officer and the other
Named Executive Officers are shown in the "Bonus" column of the Summary
Compensation Table, which follows this report. Annual bonuses are designed to
reward personal contributions to the success of the Company and are earned under
a structured formula that considers the following factors:

Company Profit Center Financial Performance

Each profit center of the Company submits a proposed annual operating budget
including annual profit goals for review of and approval by the Chief Executive
Officer of the Company in conjunction with ratification by the Committee. At the
end of the calendar year, the Compensation Committee evaluates actual financial

- -----------------
*The material in this report is not "soliciting material", is not deemed filed
with the SEC and is not to be incorporated by reference in any filing of the
Company under the Securities Act of 1933 Act, as amended ("1993 Act"), or the
1934 Act.

performance against these targets. The resulting performance evaluation dictates
whether an increase or decrease in an executive's "normal" incentive
compensation award is granted. For executive officers with operations
responsibilities, the annual incentive award can range from zero to 30% of base
salary depending upon performance as compared to budget. For executive officers
with corporate staff responsibilities, such awards are based upon departmental
objectives.

Individual Performance

Each executive's personal performance is measured against individual goals
("MBO's") established for that person on an annual basis. Leadership, planning,
management and innovation are considered in addition to goal achievement, and
the weight assigned to each of these factors will vary from individual to
individual. The maximum amount that any executive may earn based on the MBO
element is 5% of base salary, with full achievement of MBO's resulting in a 75%
payout and increasing up to 100% payout for achievement exceeding established
MBO's. For executive officers with operations responsibilities, this element
comprises a lesser percentage of the annual incentive award for the individual
and for executive officers with corporate staff responsibilities, it comprises a
greater percentage of the annual incentive award.

Discretionary Awards

The Compensation Committee also has the discretion under extraordinary
circumstances to award bonuses based on a percentage of base salary.

STOCK OPTIONS. Stock option grants accomplish the third and fourth compensation
objectives: to motivate executive officers to manage the business, to improve
long-term Company performance and to align the interests of executive officers
with stockholder value. Customarily, option grants are made with exercise prices
equal to the fair market value of the shares on the grant date and will be of no
value unless the market price of the Company's outstanding shares appreciates,
thereby aligning a substantial part of the executive officer's compensation
package with the return realized by the stockholders. The option generally vests
over a period of four years, contingent upon the executive officer's continued
employment with the Company. Accordingly, the option will provide a return to
the executive officer only if the officer remains employed by the Company and
the market price of the underlying shares appreciates over the option term. The
size of the option grant is designed to create a meaningful opportunity for
stock ownership and is based upon the individual's current position with the
Company, internal comparability with option grants made to other Company
executives and the individual's potential for future responsibility and
promotion over the option term. The Committee has established certain general
guidelines in making option grants to the executive officers in an attempt to
target a fixed number of unvested option shares based upon the individual's
position with the Company and the officer's existing holdings of unvested
options. However, the Committee does not adhere strictly to these guidelines and
will occasionally vary the size of the option grant made to each executive
officer as circumstances warrant.

COMPENSATION OF THE CHIEF EXECUTIVE OFFICER

The annual base salary for the Company's Chief Executive Officer, Mr. Clemons,
was established on January 26, 1988, when the Company and North Star entered
into an employment agreement with Mr. Clemons. The agreement became effective on
February 15, 1988 and has an indefinite term. The agreement provides Mr. Clemons
with an annual salary of $250,000, payable in semi-monthly installments. Mr.
Clemons may terminate the agreement at any time on four months notice and the
Company may terminate the agreement with or without cause. If Mr. Clemons is
terminated without cause, the Company is required to pay Mr. Clemons his
then-current salary for one year after such termination, less any other
employment compensation received by Mr. Clemons during such one year period.

COMPLIANCE WITH INTERNAL REVENUE CODE SECTION 162(M)

Section 162(m) of the Code generally disallows a tax deduction to publicly-held
corporations for compensation exceeding $1.0 million paid to certain of the
corporation's executive officers. The limitation applies only to compensation
which is not considered to be performance-based. The non-performance based
compensation to be paid to the Company's executive officers for fiscal 1998 did
not exceed the $1.0 million limit per officer, nor is it expected that the
non-performance based compensation to be paid to the Company's executive
officers for fiscal 1998 will exceed that limit. The Company's Option Plan is
structured so that any compensation deemed paid to an executive officer in
connection with the exercise of option grants made under the Option Plan will
qualify as performance-based compensation which will not be subject to the $1.0
million limitation. Because it is very unlikely that the cash compensation
payable to any of the Company's executive officers in the foreseeable future
will approach the $1.0 million limit, the Committee has decided at this time not
to take any other action to limit or restructure the elements of cash
compensation payable to the Company's executive officers. The Committee will
reconsider this decision should the individual compensation of any executive
officer ever approach the $1.0 million level.

COMPENSATION COMMITTEE

Steven J. Hamerslag
R. Judd Jessup
Jeffrey J. Michael

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Mr. Michael is a member of the Compensation Committee, is the President and
Chief Executive Officer of ENStar, a beneficial owner of more than 10% of the
Company's outstanding Common Stock. No member of the Compensation Committee is a
former or current officer of the Company.

STOCK PERFORMANCE GRAPH*

The graph depicted below shows the Company's stock price at March 31, 1994
assuming an initial investment of $100 and at March 31, 1995, 1996, 1997, 1998,
and 1999 the Standard and Poor's 500 index ("S&P 500") and the Nasdaq Health
Services Index over the same period. The data depicted on the graph are as set
forth in the chart below the graph. An initial investment of $100 in the peer
group on March 31, 1994 would be $137.73 as of March 31, 1999.

[STOCK PERFORMANCE GRAPH*]

March 31, March 31, March 31, March 31, March 31, March 31,
1994 1995 1996 1997 1998 1999
--------- --------- --------- --------- --------- ---------

CorVel Corporation 100.00 122.83 152.17 108.70 172.83 155.43

Peer Group 100.00 137.96 230.57 134.66 211.44 137.73

Nasdaq 100.00 115.35 139.25 124.49 149.04 103.21
Health Services Index

Companies in the Peer Group are as follows: Concentra Managed Care, Core, Inc,
First Health Group Corp., Health Risk Management, Medical Control, Inc., ABR
Information Services, HNC Software Inc., Healthplan Services Corp.

- ----------------
*The material in this report is not "soliciting material," is not deemed filed
with the SEC and is not to be incorporated by reference in any filing of the
Company under the 1933 Act or the 1934 Act.

SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION

The following table sets forth the compensation earned by the Company's Chief
Executive Officer and each of the other executive officers whose total cash
salary and bonus for fiscal year 1999 exceeded $100,000 (the "Named Executive
Officers") for the three fiscal years ended March 31, 1997, 1998, and 1999. No
other executive officer who would otherwise have been included in such table on
the basis of salary and bonus earned for the 1999 fiscal year resigned or
terminated employment during fiscal year 1999.

SUMMARY COMPENSATION TABLE

ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------------ ------------------------------------
NAME OF INDIVIDUAL FISCAL SECURITIES ALL OTHER
AND PRINCIPAL POSITION YEAR SALARY(1) BONUS UNDERLYING OPTIONS COMPENSATION(2)
---------------------- ------ --------- ------- ------------------ ---------------

V. GORDON CLEMONS . . . . 1999 $250,000 $ - - $ 890
Chief Executive Officer 1998 $250,000 $ - - $ 1,079
1997 $250,000 $ - - $ 926
DANIEL H. DAVIS . . . . . . .
Vice President, Marketing 1999 $174,500 $40,020 $ 3,000 $ 1,273
& Business Development 1998 $167,666 $33,175 - $ 1,597
1997 $163,020 $27,500 $67,000 $ 676
LOUIS E. SILVERMAN . . . .
Chief Operations 1999 $183,750 $66,065 $21,000 $ 817
Officer 1998 $176,666 $39,281 $19,000 $ 809
1997 $165,833 $15,000 $39,000 $ 711

- -----------------
(1) Includes employee contributions to the Company's 401(k) Plan.

(2) "All Other Compensation" represents amounts contributed by the Company to
the Company's 401(k) Plan which match the Named Executive Officer's deferred
contribution to such Plan and annual premiums paid by the Company on behalf of
each Named Executive Officer for the purchase of group term life insurance in an
amount equal to such executive officer's annual salary as follows:

COMPANY-PAID
401(K) COMPANY LIFE INSURANCE
FISCAL YEAR CONTRIBUTIONS PREMIUMS
----------- -------------- --------------

V. GORDON CLEMONS ................ 1999 $ 500 $ 390
1998 $ 683 $ 396
1997 $ 530 $ 396

DANIEL H. DAVIS .................. 1999 $1,000 $ 273
1998 $1,297 $ 300
1997 $ 424 $ 252

LOUIS E. SILVERMAN ............... 1999 $ 528 $ 289
1998 $ 533 $ 276
1997 $ 579 $ 132

STOCK OPTIONS

The following table provides information with respect to stock option grants
made during fiscal year 1999 to the Named Executive Officers. No options were
granted during such fiscal year to the Chief Executive Officer. Except for the
limited stock appreciation rights described in footnote 1 below the table, no
stock appreciation rights were granted during such fiscal year to the Named
Executive Officers.

OPTION GRANTS IN LAST FISCAL YEAR

POTENTIAL REALIZABLE
NUMBER OF VALUE AT ASSUMED
SECURITIES PERCENT OF TOTAL AVERAGE ANNUAL RATE OF STOCK PRICE
UNDERLYING OPTIONS GRANTED EXERCISE OR APPRECIATION FOR OPTION TERM
OPTIONS GRANT TO EMPLOYEES IN BASE PRICE EXPIRATION -----------------------------
NAME GRANTED(1) DATE FISCAL YEAR(2) ($/SHARE)(3) DATE 5%(4) 10%(4)
- ---- ---------- -------- ---------------- ------------ ----------- ---------- -----------

DANIEL H. DAVIS 3,000 02/05/98 1.46% $18.000 02/05/04 $14,919.20 $ 32,967.54

LOUIS E. 5,000 05/07/98 2.44% $17.810 05/07/03 $24,606.33 $ 54,373.55
SILVERMAN 5,000 08/07/98 2.44% $18.000 08/07/03 $24,865.34 $ 54,945.90
6,000 11/11/98 2.92% $18.750 11/11/03 $31,081.68 $ 68,682.38
5,000 02/05/99 2.44% $18.000 02/05/04 $24,865.34 $ 54,945.90

- ---------------------
(1) Each Option has been adjusted to reflect the Stock Split described in
footnote no. 1 in the Principal Stockholders table. Each Option will become
exercisable for 25% of the option shares one year from the grant date and
thereafter the remaining shares become exercisable in 36 equal monthly
installments. To the extent not already exercisable, the options generally
become exercisable upon a sale of assets, a merger or consolidation pursuant
to which either (i) the Company does not survive or (ii) ownership of more
than 50% of the voting power of the Company's stock is transferred, unless
the option is assumed or replaced with a comparable option by the successor
corporation. The options are also subject to "limited stock appreciation
rights" pursuant to which the options, to the extent exercisable and
outstanding for at least six months at the time of certain hostile tender
offers in which more than 50% of the shares acquired are acquired from
parties other than directors and executive officers of the Company, will
automatically be canceled in return for a cash payment to the optionee based
upon the tender-offer price of the Common Stock subject to that option. Each
option has a maximum term of five years subject to earlier termination in
the event of the optionee's cessation of employment with the Company.

(2) The Company granted options to purchase a total of 205,300 shares of Common
Stock during fiscal year 1999.

(3) The exercise price may be paid in cash, in shares of the Company's Common
Stock valued at fair market value on the exercise date or through a cashless
exercise procedure involving a same-day sale of the purchased shares. The
Company may also finance the option exercise by loaning the optionee
sufficient funds to pay the exercise price for the purchased shares and the
Federal and state income tax liability incurred by the optionee in
connection with such exercise. The Plan Administrator has the discretionary
authority to reprice outstanding options under the Option Plan through the
cancellation of those options and the grants of replacement options with an
exercise price equal to the lower fair market value of the option shares on
the regrant date.

(4) These gains are based on annual compounded rates of growth of stock price
mandated by the SEC of 5% and 10% per year from the date the option was
granted over the full option term. These rates do not represent the
Company's estimate or projection of future Common Stock prices. There is no
assurance that the values that may be realized by a Named Executive Officer
on exercise of his options or any other holder of the Company's Common Stock
will be at or near the value estimated in the foregoing table.

STOCK OPTION EXERCISES AND HOLDINGS

The following table provides information with respect to the Named Executive
Officers concerning the exercise of options during the 1999 fiscal year and
unexercised options held as of the end of such fiscal year. No stock
appreciation rights were exercised during the 1999 fiscal year and except for
the limited stock appreciation rights described in footnote 1 to the table
above, no stock appreciation rights were outstanding at the end of such fiscal
year. Mr. Clemons did not exercise any options during the 1999 fiscal year and
did not hold any unexercised options as of the end of such fiscal year.

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

NET VALUE OF UNEXERCISED IN-THE-MONEY
NUMBER OF SECURITIES UNDERLYING OPTIONS AT FISCAL YEAR-END (MARKET
VALUE REALIZED UNEXERCISED OPTIONS AT FISCAL PRICE OF SHARES AT FISCAL YEAR-END
NO. OF SHARES (MARKET PRICE YEAR-END 1999(1) ($35.75) LESS EXERCISE PRICE)
ACQUIRED ON AT EXERCISE LESS -------------------------------- -------------------------------------
NAME EXERCISE (1) EXERCISE PRICE) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ------------- --------------- ----------- ------------- ----------- -------------

DANIEL H. DAVIS ......... 23,000 $197,900 33,604 51,396 $190,982 $209,080

LOUIS E. SILVERMAN....... 20,000 $158,733 44,582 55,418 $172,758 $ 90,616

- ----------------
(1) The number of shares has been adjusted to reflect the Stock Split described
in footnote no.1 in the Principal Stockholders table.

EMPLOYMENT AGREEMENTS

On January 26, 1988, the Company and North Star entered into an employment
agreement with Mr. Clemons. The agreement became effective on February 15, 1988
and has an indefinite term. The agreement provides Mr. Clemons with an annual
salary of $250,000, payable in semi-monthly installments. Mr. Clemons may
terminate the agreement at any time on four months notice and the Company may
terminate the agreement with or without cause. If Mr. Clemons is terminated
without cause, the Company is required to pay Mr. Clemons his then current
salary for one year after such termination, less any other employment
compensation received by Mr. Clemons during such one year period.

CERTAIN TRANSACTIONS

INDEMNIFICATION AGREEMENT

In connection with the Company's initial public offering of its Common Stock,
the Company agreed to indemnify North Star against certain liabilities in
connection with the offering, including liabilities under the 1933 Act.

SHAREHOLDER RIGHTS AGREEMENT

In February 1997, the Company's Board adopted a Shareholder Rights Plan similar
to that adopted by numerous other public companies. Among other things, the Plan
provides for a divided distribution to the Company stockholders of one preferred
stock purchase "Right" for each outstanding share of Company common stock. The
Rights are designed to assure that all stockholders receive fair and equal
treatment in the event of a proposed takeover of the Company and to encourage a
potential acquirer to negotiate with the Board prior to attempting a takeover.
Each Right has an exercise price of $62.50 per Right, subject to subsequent
adjustment. The Rights were distributed to holders of the Company's common stock
of record as of February 28, 1997, as a dividend and will expire unless earlier
redeemed, February 10, 2007.

STOCK REPURCHASE PROGRAM

In August 1996, the Company's Board authorized the Company to begin a repurchase
program to acquire up to 200,000 shares annually of its Common Stock, which
represented approximately 2% of its outstanding shares. The shares are purchased
from time to time at prevailing market prices through open market or unsolicited
negotiated transactions, depending upon market conditions.

In January 1997, the Company repurchased 400,000 shares of its Common Stock from
ENStar subject to a registration statement filed with the Securities and
Exchange Commission by North Star. In March 1997, August 1997 and May 1998, the
Company's Board approved expansions of 400,000 shares, 600,000 shares and
500,000 shares, respectively, increasing the total number of shares approved for
repurchase under the stock repurchase plan to 2,200,000 shares. Of that total,
409,120 shares remain as approved for repurchase. Since the beginning of this
plan, CorVel has repurchased approximately 1,790,880 Common Shares, equal to 18%
of its outstanding stock.

ANNUAL REPORT AND STOCKHOLDER PROPOSALS FOR THE 2000 ANNUAL MEETING

A copy of the Annual Report of the Company for the fiscal year ended March 31,
1999 has been mailed concurrently with this Proxy Statement. The Annual Report
is not incorporated into this Proxy Statement, is not considered "soliciting
material", is not deemed filed with the SEC and is not incorporated by reference
in any filing of the Company under the 1933 Act or the 1934 Act.

A stockholder who intends to present a proposal at the Company's 2000 Annual
Meeting of Stockholders must submit such proposal to the Company for inclusion
in the Company's 2000 Proxy Statement and proxy card relating to such meeting
not later than March 3, 2000. Stockholder proposals must be mailed to the
Company's principal office at 2010 Main Street, Suite 1020, Irvine, California
92614, Attention: Secretary.

COSTS OF SOLICITATION

Proxies will be solicited by mail and by telephone by regular employees of the
Company without additional remuneration. The Company will request banks,
brokerage houses and other institutions to forward the soliciting material to
persons for whom they hold shares and to obtain authorization for the execution
of proxies. The Company will reimburse banks, brokerage houses and other
institutions for their reasonable expenses in

forwarding the Company's proxy materials to beneficial owners of the Common
Stock. All costs associated with the solicitation of proxies will be borne by
the Company. Proxies in the accompanying form which are properly executed, duly
returned to the Company's management and not subsequently revoked will be voted
as specified thereon.

ADDITIONAL INFORMATION AVAILABLE

THE COMPANY FILES AN ANNUAL REPORT ON FORM 10K WITH THE SECURITIES AND EXCHANGE
COMMISSION. STOCKHOLDERS MAY OBTAIN A COPY OF THIS REPORT, WITHOUT CHARGE, BY
WRITING TO THE COMPANY'S SECRETARY.

By Order of the Board of Directors
Richard J. Schweppe
Secretary

July 1, 1999
Irvine, California

17
21

PROXY CORVEL CORPORATION
ANNUAL MEETING OF STOCKHOLDERS, AUGUST 5, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned revokes all previous proxies, acknowledges receipt of the
Notice of Annual Meeting of Stockholders to be held on August 5, 1999 and the
accompanying Proxy Statement, and appoints V. Gordon Clemons and Jeffrey J.
Michael, or either of them, the proxy of the undersigned, with full power of
substitution, to vote all shares of the Common Stock of CorVel Corporation which
the undersigned is entitled to vote, either on his or her own behalf or on
behalf of an entity or entities, at the Annual Meeting of Stockholders of CorVel
Corporation to be held at 2010 Main Street, Suite 1020, Irvine, California, on
Thursday, August 5, 1999 at 1:00 p.m. Pacific Daylight Time, and at any
adjournment or postponement thereof, with the same force and effect as the
undersigned might or could do if personally present thereat. The shares
represented by this proxy shall be voted in the following manner:

1. To elect the following directors to serve for a term of one year.

V. Gordon Clemons FOR [ ] WITHHOLDING AUTHORITY [ ]
Peter E. Flynn FOR [ ] WITHHOLDING AUTHORITY [ ]
Steven J. Hamerslag FOR [ ] WITHHOLDING AUTHORITY [ ]
R. Judd Jessup FOR [ ] WITHHOLDING AUTHORITY [ ]
Jeffrey J. Michael FOR [ ] WITHHOLDING AUTHORITY [ ]

2. To ratify the appointment of Ernst & Young LLP as the Company's independent
auditors for fiscal 1999.

FOR [ ] AGAINST [ ] ABSTAIN [ ]

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE NOMINEES AND THE
PROPOSALS SET FORTH ABOVE. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS
SPECIFIED ABOVE. THIS PROXY WILL BE VOTED FOR THE NOMINEES LISTED ABOVE AND FOR
PROPOSAL 2 IF NO SPECIFICATION IS MADE.
22

Dated:_________________________

_______________________________
(Print name(s) as it (they)
appear(s) on certificate)

_______________________________
(Authorized Signature(s))
Please print the name(s)
appearing on each share
certificate(s) over which you
have voting authority.

PLEASE RETURN YOUR EXECUTED PROXY TO U.S. STOCK TRANSFER CORPORATION IN THE
ENCLOSED SELF-ADDRESSED, POSTAGE PRE-PAID ENVELOPE.