SOFTECH, INC.

460 Totten Pond Road
Waltham, Massachusetts 02154

NOTICE OF ANNUAL MEETING

To the Stockholders of September 28, 1995
SOFTECH, INC.

Notice is hereby given that the Annual Meeting of Stockholders of
SofTech, Inc. (the "Company") will be held at the Company's corporate
headquarters, 460 Totten Pond Road, Waltham, Massachusetts 02154, on
Wednesday, November 1, 1995, at 4:30 p.m. for the following purposes:

1. To elect a class of one Director to hold office until the Annual
Meeting of Stockholders in 1998;

2. To ratify the appointment of Coopers & Lybrand as the Company's
independent public accountants for the fiscal year ending
May 31, 1996; and

3. To consider and act upon any other matters which may properly
come before the meeting or any adjournments thereof.

By Order of the Board of Directors

Richard E. Floor, Clerk

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, DATE,
AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.

PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 1, 1995

SOFTECH, INC.
460 Totten Pond Road
Waltham, Massachusetts 02154

September 28, 1995

INFORMATION CONCERNING SOLICITATION AND VOTING

This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of SofTech, Inc., a Massachusetts
corporation (the "Company"), for use at the Company's Annual Meeting of
Stockholders (the "Annual Meeting") to be held at the Company's corporate
headquarters, 460 Totten Pond Road, Waltham, Massachusetts 02154, on
Wednesday, November 1, 1995, at 4:30 p.m., and at any adjournment thereof.
This Proxy Statement and enclosed form of Proxy are first being sent or
given to stockholders on or about October 3, 1995.

Stock transfer books will not be closed, but the Board of Directors
has fixed the close of business on September 18, 1995 as the record date for
determining the stockholders entitled to notice of and to vote at the Annual
Meeting. As of the record date, there were outstanding 4,061,776 shares of
the Company's Common Stock, par value $.10 per share, and the holders
thereof will be entitled to one vote for each share held by them.

All proxies in the enclosed form that are properly executed and
returned to the Company will be voted at the Annual Meeting or any
adjournment thereof in accordance with any specifications thereon, or, if no
specifications are made, will be voted FOR the nominee in proposal 1 and FOR
proposal 2. Any proxy may be revoked by any stockholder who attends the
meeting and gives oral notice of his or her intention to vote in person,
without compliance with any other formalities. In addition, any proxy given
pursuant to this solicitation may be revoked prior to the Annual Meeting by
delivering a written revocation or a duly executed proxy bearing a later
date to the Clerk of the Company.

A proxy may confer discretionary authority to vote with respect to any
matter which management does not know, a reasonable time before the date
hereof, is to be presented at the Annual Meeting. At the date hereof the
management of the Company has no knowledge of any business other than the
matters set forth in the Notice of Annual Meeting of Stockholders that will
be presented for consideration at the Annual Meeting and which would be
required to be set forth in this proxy statement or on the related proxy
card. If any other matter is properly presented to the Annual Meeting for
action, it is intended that the persons named in the enclosed form of proxy
and acting thereunder will vote in accordance with their best judgment on
such matter.

Abstentions and broker non-votes are each included in the
determination of the number of shares present and voting. Each is tabulated
separately. Abstentions are counted in tabulations of the votes cast on
proposals presented to stockholders, whereas broker non-votes are not
counted for purposes of determining whether a proposal has been approved.

The expenses of preparing, printing and mailing this proxy statement
and the proxies solicited hereby will be borne by the Company. In addition
to the use of the mails, proxies may be solicited by officers and directors
and regular employees of the Company, without additional remuneration, in
person or by telephone. The Company will also request brokerage firms,
nominees, custodians and fiduciaries to forward proxy materials to the
beneficial owners of shares held of record and will provide reimbursement
for the cost of forwarding the material in accordance with customary
charges. The Company has retained Corporate Investor Communications, Inc.
to aid in the solicitation of proxies at an estimated cost of approximately
$700 plus out-of-pocket costs and expenses.

The Annual Report to Stockholders of the Company for the fiscal year
ended May 31, 1995 is enclosed.

NOMINATION AND ELECTION OF DIRECTORS

The Company's Articles of Organization provide that the Board of
Directors will be divided into three classes, each class to consist as
nearly as possible of one-third of the Directors. The term of office of the
Directors of each class expires at the Annual Meeting of Stockholders three
years subsequent to their election. Directors of only one class are elected
at each Annual Meeting of Stockholders.

The Company's Board of Directors has nominated Mr. Glenn P. Strehle
for election as a Director at the Annual Meeting. The persons named in the
enclosed Proxy intend to vote to elect such nominee as a Director unless
otherwise instructed. This nominee is to be elected to hold office until
the Annual Meeting of Stockholders in 1998 and until his or her successor is
chosen and qualified. Information regarding this nominee and incumbent
Directors of the Company is set forth below.

Nominee for Election as Director

Glenn P. Strehle, 59, for a term expiring 1998; Mr. Strehle has been
Vice President of Finance of Massachusetts Institute of Technology, an
educational institution, since June 1, 1994, and was its Vice President and
Treasurer since prior to 1990. Mr. Strehle has been a Director of the
Company since 1969. Mr. Strehle is also a Director of BayBanks, Inc. and
Liberty Mutual Insurance Companies and serves as a Trustee of Property
Capital Trust.

The Company believes that the above-named nominee for Director will be
able to serve. If the nominee should be unable to serve, the individuals
named in the enclosed Proxy may vote for a substitute nominee designated by
the Board of Directors at the time, or the size of the Board will be
reduced. The Company knows of no reason why the nominee will be unable to
serve.

The Board of Directors recommends a vote FOR the election of this
nominee.

Incumbent Directors

Joseph C. McNay, 61, term expires in 1996; Mr. McNay has been Chairman
of the Board of Essex Investment Management Company, Inc., an investment
advisory firm, since prior to 1990. Mr. McNay has been a Director of the
Company since 1981. Mr. McNay is also a Director of Alpha 1 Biomedicals,
Inc. and MPSI Systems, Inc.

Norman L. Rasmussen, 66, term expires in 1997; Mr. Rasmussen has been
President and Chief Executive Officer of the Company since May 1992 and
served as the Company's acting President and Chief Executive Officer from
August 1991 to April 1992. Mr. Rasmussen has been a Director of the Company
since 1974. From prior to 1990 to May 1992 Mr. Rasmussen was President,
Treasurer and a Director of Teleprocessing, Inc., a computer consulting
firm.

Security Ownership of Management

Information concerning beneficial ownership of the Company's Common
Stock as of September 1, 1995 by each nominee, Director, executive officer
named in the "Summary Compensation Table" on page 8, and all Directors and
executive officers of the Company as a group is set forth below:

Percentage of
Shares of Outstanding
Common Stock Common Stock
Beneficially Beneficially
Owned as of Owned as of
Name of Beneficial Owner September 1, 1995(1) September 1, 1995(2)
- ------------------------ -------------------- --------------------

Norman L. Rasmussen 161,275(3) 3.88%
Mark R. Sweetland 76,368(3) 1.86%
Joseph C. McNay 48,000(3) 1.18%
Glenn P. Strehle 31,000(3) *
Joseph P. Mullaney 18,099(3) *
Sean Q. Flynn 66,666(3) 1.63%
Jean J. Croteau 14,000(3) *
All Directors and executive officers
as a group (7 persons) 415,408(4) 9.74%

<FN>
<F1> * Less than one percent (1%).
<F2> (1) Based upon information furnished by the persons listed. Except as
otherwise noted, all persons have sole voting and investment power
over the shares listed. A person is deemed, as of any date, to have
"beneficial ownership" of any security that such person has the right
to acquire within 60 days after such date.
<F3> (2) There were 4,061,776 shares outstanding on September 1, 1995. In
addition, 203,888 shares issuable upon exercise of stock options held
by certain Directors and executive officers of the Company are deemed
to be outstanding as of September 1, 1995 for purposes of certain
calculations in this table. See notes 3 and 4 below.

<F4> (3) Includes shares issuable under stock options as follows:
Mr. Rasmussen--98,222 shares; Mr. Sweetland--41,000 shares;
Mr. McNay--10,000 shares; Mr. Strehle--10,000 shares;
Mr. Mullaney--14,000 shares; Mr. Flynn--16,666 shares; and
Mr. Croteau--14,000 shares.
<F5> (4) Includes 203,888 shares issuable upon exercise of stock options held
by all Directors and executive officers as a group.
</FN>

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934, as amended
("Section 16(a)"), requires the Company's Directors and executive officers,
and persons who own more than ten percent of a registered class of the
Company's equity securities (collectively, "Section 16 reporting persons"),
to file with the Securities and Exchange Commission ("SEC") initial reports
of ownership and reports of changes in ownership of Common Stock and other
equity securities of the Company. Section 16 reporting persons are required
by SEC regulations to furnish the Company with copies of all Section 16(a)
forms they file.

To the Company's knowledge, based solely on a review of the copies of
such reports furnished to the Company and on written representations that no
other reports were required, during the fiscal year ended May 31, 1995, the
Section 16 reporting persons complied with all Section 16(a) filing
requirements applicable to them, except that: (i) Mr. Strehle inadvertently
failed to file a Form 4 with the SEC with respect to one acquisition of
Common Stock and inadvertently failed to file a Form 5 on a timely basis
with the SEC with respect to such acquisition of Common Stock; (ii) Mr.
Flynn inadvertently failed to file a Form 3 with the SEC when he became a
reporting person; and (iii) Mr. Rasmussen inadvertently failed to file a
Form 5 on a timely basis with the SEC with respect to one exercise of stock
options. All such filings are currently being made.

Board of Directors and Committee Meetings

During the fiscal year ended May 31, 1995, the Board of Directors of
the Company held five meetings, the Audit Committee two meetings, and the
Compensation Committee four meetings. Each Director attended more than 75%
of the aggregate number of Board meetings and meetings of committees held on
which the Director served.

Messrs. McNay, Strehle, and Rasmussen comprise the Audit Committee of
the Board of Directors. The Audit Committee recommends the engagement of
the Company's independent accountants. In addition, the Audit Committee
reviews comments made by the independent accountants with respect to
internal controls and considers any corrective action to be taken by
management; reviews internal accounting procedures and controls within the
Company's financial and accounting staff; and reviews the need for any non-
audit services to be provided by the independent accountants.

Messrs. Rasmussen and Strehle comprise the Compensation Committee of
the Board of Directors. The Compensation Committee recommends salaries and
bonuses for officers and general managers and establishes general policies
and procedures for salary and performance reviews and the granting of
bonuses to other employees. It also administers the Company's 1994 Stock
Option Plan.

PRINCIPAL STOCKHOLDERS

The following table sets forth as of September 1, 1995 (except as
otherwise indicated) certain information concerning beneficial owners of
five percent or more of the Company's issued and outstanding Common Stock.

Percentage of
Shares of Outstanding
Common Stock Common Stock
Beneficially Beneficially
Name and Address of Owned as of Owned as of
Beneficial Owner September 1, 1995 September 1, 1995(1)
------------------- ----------------- --------------------

Bennett, Barry M.; Bennett, 281,497 6.93%
Elizabeth A.
1482 River Road
New Hope, PA 18938

Dimensional Fund Advisors, Inc. 243,800(2) 6.00%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401

<FN>
<F1> There were 4,061,776 shares of Common Stock outstanding on
September 1, 1995.
<F2> Based upon information provided on an amended Schedule 13G by
Dimensional Fund Advisors dated January 31, 1995.
</FN>

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

Compensation of Non-Employee Directors

For the 1995 fiscal year, fees were paid to non-employee Directors at
a rate of $3,000 per year plus $1,000 for each Board and committee meeting
attended. Employee Directors are not paid any fees or additional
compensation for service as members of the Board of Directors or any
committee thereof.

Pursuant to the Company's 1994 Stock Option Plan (the "1994 Stock
Option Plan"), non-employee Directors may be granted non-qualified options
to purchase shares of Common Stock of the Company. The Compensation
Committee of the Board of Directors administers the 1994 Stock Option Plan
and determines which Directors will receive stock options, the number of
shares subject to each stock option, the vesting schedule of the options,
and the other terms and provisions of the options granted. Stock options
typically terminate upon a Director leaving his or her position for any
reason other than death or disability. No option may be exercised after the
expiration of ten years from its date of grant. During the fiscal year ended
May 31, 1995, no options were granted to non-employee Directors.

Compensation of Executive Officers

Summary Compensation Table

The following table summarizes the compensation paid to the President
and Chief Executive Officer of the Company and each of the Company's four
other most highly compensated executive officers (the "Named Executives")
during or with respect to the 1993, 1994 and 1995 fiscal years for services
in all capacities to the Company.

Long Term
Annual Compensation Compensation Awards
----------------------------------------- ------------------------------
All Other
Name and Fiscal Other Annual Options Compensation
Principal Position Year Salary($)(1) Bonus($) Compensation($) (No. of Shares) ($)(2)
------------------ ------ ------------ -------- --------------- --------------- ------------

Norman L. Rasmussen 1995 198,282 -- -- -- 229,052(3)
President and Chief 1994 180,000 290,517 -- 110,000 25,169
Executive Officer 1993 162,500 65,000 32,268(4) -- 13,399

Mark R. Sweetland 1995 150,000 -- 37,500(5) -- 4,620
Vice President 1994 110,000 86,874 -- 5,000 14,589
1993 69,875 29,875 -- 8,000 2,930

Sean Q. Flynn 1995 140,416 78,042 -- -- 2,175
Vice President 1994 N/A
1993 N/A

Jean J. Croteau 1995 105,000 -- 87,051(6) -- 2,552
Vice President - 1994 82,150 72,818 -- 25,000 12,130
Business Operations 1993 84,938 15,800 -- -- 3,810

Joseph P. Mullaney 1995 125,000 -- -- -- 2,290
Vice President and 1994 85,104 64,573 -- 25,000 11,984
Chief Financial Officer 1993 86,700 15,500 -- 5,000 3,928

<FN>
<F1> Includes amounts deferred by Messrs. Rasmussen, Sweetland, Flynn,
Croteau and Mullaney under the Company's 401(k) plan.

<F2> Amounts listed in this column reflect the Company's contributions to
each of the Named Executive's accounts under the Company's profit
sharing retirement plan.
<F3> Includes $226,215 paid as deferred compensation in accordance with
employment agreement for the purpose of purchasing an annuity
contract.
<F4> Includes a $15,768 interest-free loan.
<F5> Amount paid as an advance against salary to be paid in fiscal 1996.
<F6> Represents commission paid based upon collection of receivables
outstanding after the sale of the Company's Government Services
Division.
</FN>

Option Grants in Last Fiscal Year

There were no stock options granted during the 1995 fiscal year to any
executive officer or Director of the Company. No stock appreciation rights
("SARs") have been granted.

Aggregate Option Exercises in Last Fiscal Year and Option Value at May 31,
1995

The following table sets forth the shares acquired and the value
realized upon exercise of stock options during the 1995 fiscal year by the
President and Chief Executive Officer and each Named Executive and certain
information concerning the number and value of unexercised options.

Value of Unexercised
Number of Unexercised In-the-Money Options
Number of Options as at May 31, 1995 at May 31, 1995($)
Shares Acquired Value -------------------------- ----------------------------
Name on Exercise Realized($)(1) Exercisable/Unexercisable Exercisable/Unexercisable(2)
- ---- --------------- -------------- ------------------------- ----------------------------

Norman L. Rasmussen 20,000 $105,000 95,815/85,185 $212,625/--
Mark R. Sweetland -- -- 40,000/3,000 47,000/4,875
Sean Q. Flynn -- -- 16,667/83,333 --/--
Jean J. Croteau -- -- 14,000/15,000 6,750/--
Joseph P. Mullaney -- -- 14,000/16,000 6,625/2,500

<FN>
<F1> Market value on exercise date less the exercise price.
<F2> Market value of underlying securities at May 31, 1995 based on a per
share value of $4.125 less the aggregate exercise price.
</FN>

Employment Contracts

As disclosed in last year's Proxy Statement, the Company and Mr.
Rasmussen are parties to an Employment Agreement dated as of January 1, 1994
(the "Employment Agreement") which terminates on and provides for the
employment of Mr. Rasmussen by the Company through December 31, 1996,
subject to renewal as provided therein. Pursuant to the Employment
Agreement, Mr. Rasmussen is entitled to (i) a base salary (currently
$200,000) which is subject to increase annually by the Board of Directors,
(ii) an annual bonus as a percentage of his base salary based on his success
and contribution in achieving goals specified by the Board of Directors with
respect to the pre-tax earnings per share of the Company assuming certain
revenue targets have been met or exceeded (the "Executive Incentive Plan"),
(iii) an automobile allowance in the amount of $650 per month, (iv) such
other incentive compensation, employee benefits and perquisites consistent
with the Company's employee benefit plans, policies and arrangements in
effect from time to time, and (v) deferred compensation in the form of
options to purchase 100,000 shares of the Company's Common Stock, subject to
vesting.

If the Company reaches pre-established revenue targets and pre-tax
earnings per share goals, Mr. Rasmussen's annual bonus would be 40% of his
base salary. For each percentage increase in pre-tax earnings per share in
excess of such pre-tax earnings per share goals Mr. Rasmussen receives an
increased bonus based on a pro rata percentage of his base salary. No bonus
is paid if the Company fails to reach either 100% of the pre-established
revenue target or 75% of the pre-tax earnings per share goals.

Pursuant to the terms of the Employment Agreement, the Company has
established a deferred compensation plan for Mr. Rasmussen's retirement. On
December 16, 1994, the Employment Agreement was amended to provide payments
by the Company to Mr. Rasmussen in the amount of $226,215 on each of
December 31, 1994, December 21, 1995 and December 31, 1996, provided that
Mr. Rasmussen is employed by the Company on these respective dates. The net
amount of such bonus, after taxes, shall be applied to the purchase of
variable annuity contracts with distributions beginning on or after
January 1, 1999.

The Employment Agreement provides that, as long as Mr. Rasmussen is
employed by the Company, he may not, directly or indirectly, engage in any
business (other than Teleprocessing, Inc. and Boston Software Works, Inc.)
the activities or products of which are competitive with those of the
Company. Under the Employment Agreement, Mr. Rasmussen may not, either
during or after his employment with the Company, disclose to any person any
secret or confidential information of the Company.

Compensation Committee Interlocks and Insider Participation

Mr. Rasmussen, the President, Chief Executive Officer and a Director
of the Company, and Mr. Strehle, Vice President for Finance and Treasurer of
MIT and a Director of the Company, served as members of the Compensation
Committee of the Company's Board of Directors during the fiscal year ended
May 31, 1995. Each of Messrs. Rasmussen and Strehle participated in the
deliberations concerning compensation of all executive officers other than
himself. In addition, Mr. Rasmussen owns of record 59.4% of the outstanding
capital stock of Teleprocessing, Inc. ("TPI"), a computer consulting firm
based in Boston, Massachusetts.

Report of the Board Compensation Committee on Executive Compensation

General

The Compensation Committee of the Board of Directors (the "Committee")
is composed of Messrs. Rasmussen and Strehle and meets or takes action as
many times during a year as is deemed necessary. The Committee's
responsibilities include making recommendations to the Board for officers
and general managers on the key components of the Company's executive
compensation program, base salary, annual incentive awards, long-term
incentives in the form of stock options, and other benefits typically
offered to executives by comparable corporations.

Compensation Philosophy

The Company's compensation program has been designed to:

* Support a pay for performance policy that differentiates in
compensation amounts based on Company and individual performance;

* Provide compensation opportunities that are comparable to those
offered by other leading companies, thus allowing the Company to
retain and compete for fully qualified executives who are in the
very competitive high technology and professional services
marketplace; and

* Align the interests of executives with the long-term interests of
stockholders through award opportunities that can result in
ownership of Common Stock of the Company.

Consistent with the objectives of the compensation philosophy, the
percentage of an executive's potential total compensation that is based on
performance incentives increases with their level of responsibility. This
results in an executive's total compensation varying from year to year based
on the performance of the Company and the individual.

Base Salaries

Base salary levels for the President and CEO, other officers, and
general managers are reviewed annually by the Committee. Certain of the
named officers and general managers were granted base salary increases
effective during the year based upon a number of factors, including
individual performance, and contributions towards the growth of the Company.

Annual Cash Incentives

All officers and general managers participate in an Executive
Incentive Plan, which compensates these individuals in the form of cash
bonuses. Awards under this plan are based on (1) the attainment of specific
Company and/or business unit performance measures established by the
Committee at the beginning of the fiscal year, and (2) a qualitative
component based on the attainment of specific goals or objectives also
established at the beginning of the fiscal year. For the fiscal year ended
May 31, 1995, the Company paid a total of $78,042 to those employees
participating in the Executive Incentive Plan.

Long Term Incentives

1994 Stock Option Plan. The Company's 1994 Stock Option Plan is
designed to align a portion of the executive compensation program with
stockholder interests. The 1994 Stock Option Plan provides for the grant of
options to employees, directors, officers and consultants to purchase up to
400,000 shares of Common Stock of the Company. The 1994 Stock Option Plan
was adopted at the Annual Meeting of Stockholders on November 1, 1994.

The Committee believes that stock options provide greater incentives
to executives to improve the performance of the Company and thereby increase
the value of its stock. It is only by increasing the Company's stock price
that executives are able to realize the economic value of stock options.
The Committee believes that this more closely aligns the interests of the
Company's officers with those of the Company's stockholders.

The Committee administers the 1994 Stock Option Plan and determines
which officers will receive stock options, the number of shares subject to
each stock option, the vesting schedule of the options, and the other terms
and provisions of the options granted. When recommending option awards, the
following guidelines were used: (i) the individual's current contribution to
Company performance, (ii) the anticipated contribution in meeting the
Company's long term strategic performance goals, and (iii) the employee's
ability to impact corporate and/or business unit results.

During the fiscal year ended May 31, 1995, no stock options were
granted to Directors or executive officers of the Company.

CEO Compensation

As described above under the heading "Employment Contracts", Mr.
Rasmussen's compensation is governed by an Employment Agreement dated
January 1, 1994, as amended on December 16, 1994.

During the 1995 fiscal year, pursuant to the terms of his Employment
Agreement, Mr. Rasmussen received (i) a base salary of $198,282 for fiscal
1995, and (ii) an annual payment of $226,215 representing deferred
compensation for his retirement which Mr. Rasmussen must use for the purpose
of purchasing an annuity contract.

The Compensation Committee of the
Board of Directors

Norman L. Rasmussen
Glenn P. Strehle

PERFORMANCE COMPARISON

The following graph illustrates the return that would have been
realized (assuming reinvestment of dividends) by an investor who invested on
May 31, 1990 in each of (i) the Company's Common Stock, (ii) the NASDAQ
Stock Market--US Index, and (iii) a peer group. The peer group is composed
of AmeriData Technologies, Inc. (formerly known as Sage Technologies, Inc.),
Dataflex Corporation, Inacom, Technalysis Corporation, and SHL Systemhouse,
Inc. The historical information set forth below is not necessarily
indicative of future performance.

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG SOFTECH, INC., THE NASDAQ STOCK MARKET-US INDEX AND A PEER GROUP

Cumulative Total Return
---------------------------------------
5/90 5/91 5/92 5/93 5/94 5/95
---- ---- ---- ---- ---- ----

Softech, Inc. 100 62 55 84 183 114
Peer Group 100 86 175 177 130 106
Nasdaq Stock Market--US 100 114 133 160 169 201

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

The Board of Directors has selected Coopers & Lybrand as the
independent accountants of the Company for the fiscal year ending May 31,
1996. The Board believes, however, that it is desirable to obtain
stockholder ratification of the selection of the Company's auditors. That
firm has acted as independent accountants for the Company since 1975. A
representative of Coopers & Lybrand is expected to be present at the Annual
Meeting to make a statement if he wishes to do so and to respond to
appropriate stockholder questions.

During the fiscal year ended May 31, 1995, the Company engaged Coopers
& Lybrand for the purpose of performing audit services. For this purpose,
"audit services" include: examination of annual fiscal statements; review
and consultation in connection with filings of annual reports and
registration statements with the SEC; consultation on accounting matters;
preparation of reports to management covering recommendations on accounting,
internal control and similar matters; meetings with the Audit Committee; and
audits of employee benefit plans.

Ratification will require the affirmative vote of the holders of a
majority of the shares represented in person or by proxy and entitled to
vote at the meeting. If the stockholders do not ratify the selection of the
Company's independent auditors, the Board of Directors will reconsider its
selection.

The Board of Directors recommends a vote FOR this proposal.

SUBMISSION OF PROPOSALS FOR 1996 ANNUAL MEETING

In order for any stockholder proposal to be considered for inclusion
in the Board of Directors' proxy statement for the Company's 1996 Annual
Meeting, it must be received by the Clerk of the Company at the principal
executive offices of the Company, 460 Totten Pond Road, Waltham,
Massachusetts 02154 on or before May 31, 1996. Such a proposal must comply
with the requirements as to form and substance established by the Company's
By-Laws and applicable laws and regulations in order to be included in the
proxy statement.