SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Filed by the Registrant /X/
Filed by a Party other than the Registrant / /

Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or 240.14a-12

THE EMERGING MARKETS TELECOMMUNICATIONS FUND, INC.
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
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THE EMERGING MARKETS TELECOMMUNICATIONS FUND, INC.
ONE CITICORP CENTER
153 EAST 53RD STREET
57TH FLOOR
NEW YORK, NEW YORK 10022

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

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 21, 1995

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

TO THE SHAREHOLDERS:

NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of The
Emerging Markets Telecommunications Fund, Inc. (the "Fund") will be held at the
offices of Willkie Farr & Gallagher, One Citicorp Center, 153 East 53rd Street,
47th Floor, New York, New York 10022, on Thursday, September 21, 1995 commencing
at 10:00 a.m.

The meeting is being held to consider and vote on the following proposals:

1. Election of two Directors of the Fund.

2. Ratification of Coopers & Lybrand L.L.P. as independent public
accountants of the Fund for the fiscal year ending May 31, 1996.

3. Such other matters as may properly come before the meeting or any
adjournment thereof.

The close of business on July 12, 1995 has been fixed as the record date for
the determination of the shareholders of the Fund entitled to notice of, and to
vote at, the meeting.

This notice and related proxy material are first being mailed on or about
July 28, 1995.

By order of the Board of Directors,

[sig]

MICHAEL A. PIGNATARO
SECRETARY

IF YOU DO NOT EXPECT TO ATTEND THE MEETING IN PERSON AND WISH YOUR STOCK TO BE
VOTED, PLEASE COMPLETE, SIGN AND DATE THE PROXY CARD AND RETURN IT IN THE
ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. IT IS
IMPORTANT THAT YOUR PROXY CARD BE RETURNED PROMPTLY IN ORDER TO AVOID THE
ADDITIONAL EXPENSE OF FURTHER SOLICITATION.

Dated: July 28, 1995
New York, New York

THE EMERGING MARKETS TELECOMMUNICATIONS FUND, INC.
ONE CITICORP CENTER
153 EAST 53RD STREET
57TH FLOOR
NEW YORK, NEW YORK 10022

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

PROXY STATEMENT FOR THE
ANNUAL MEETING OF SHAREHOLDERS
ON SEPTEMBER 21, 1995

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

This Proxy Statement is furnished in connection with a solicitation of
proxies by the Board of Directors (the "Board") of The Emerging Markets
Telecommunications Fund, Inc. (the "Fund") for use at the Annual Meeting of
Shareholders to be held at the offices of Willkie Farr & Gallagher, One Citicorp
Center, 153 East 53rd Street, 47th Floor, New York, New York 10022 on Thursday,
September 21, 1995 and at any adjournments thereof (the "Meeting"). A Notice of
Annual Meeting of Shareholders and a proxy card (the "Proxy") accompany this
Proxy Statement. The Fund has retained MacKenzie Partners, Inc. ("MacKenzie")
for proxy solicitation services for which it will be paid a fee of approximately
$3,000 and will be reimbursed for its reasonable expenses. Proxy solicitations
will be made primarily by mail, but solicitations may also be made by MacKenzie,
as well as by officers or employees of the Fund, BEA Associates ("BEA"), the
investment adviser to the Fund, and Bear Stearns Funds Management Inc., U.S.
administrator of the Fund (the "U.S. Administrator"), by telephone, telegraph or
personal interviews. All costs of solicitation, including (a) printing and
mailing of this Proxy Statement and accompanying material, (b) the reimbursement
of brokerage firms and others for their expenses in forwarding solicitation
material to the beneficial owners of the Fund's shares, (c) payment of MacKenzie
for its services in soliciting Proxies and (d) supplementary solicitations to
submit Proxies, will be borne by the Fund. This Proxy Statement is expected to
be mailed to shareholders on or about July 28, 1995.

The principal executive office of BEA is One Citicorp Center, 153 East 53rd
Street, 57th Floor, New York, New York 10022. The U.S. Administrator has its
principal executive office at 245 Park Avenue, 8th Floor, New York, New York
10167.

The Fund's Annual Report containing audited financial statements for the
fiscal year ended May 31, 1995 is concurrently being furnished to the
shareholders of the Fund. The report is not to be regarded as proxy-soliciting
material.

If the enclosed Proxy is properly executed and returned in time to be voted
at the Meeting, the shares represented thereby will be voted in accordance with
the instructions marked on the Proxy. If no instructions are marked on the
Proxy, the Proxy will be voted FOR election of the nominees for director and FOR
Proposal 2 stated in the accompanying Notice of Annual Meeting. Any shareholder
giving a Proxy has the right to attend the Meeting to vote his shares in person
(thereby revoking any prior Proxy) and also the right to revoke the Proxy at any
time by written notice received by the Fund prior to the time it is voted.

In the event that a quorum is present at the Meeting but sufficient votes to
approve any of the proposals are not received, the persons named as proxies may
propose one or more adjournments of the Meeting to

permit further solicitation of Proxies. Any such adjournment will require the
affirmative vote of a majority of those shares represented at the Meeting in
person or by Proxy. If a quorum is present, the persons named as proxies will
vote those Proxies that they are entitled to vote FOR any proposal in favor of
an adjournment and will vote those Proxies required to be voted AGAINST any such
proposal against any adjournment. A shareholder vote may be taken on one or more
of the proposals in the Proxy Statement prior to any adjournment if sufficient
votes have been received and it is otherwise appropriate. A quorum of
shareholders is constituted by the presence in person or by proxy of the holders
of a majority of the outstanding shares of the Fund entitled to vote at the
Meeting. For purposes of determining the presence of a quorum for transacting
business at the Meeting, abstentions and broker "non-votes" (that is, 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.

Proposal 1 requires for approval the affirmative vote of a plurality of the
votes cast at the Meeting in person or by proxy while Proposal 2 requires for
approval the vote of a majority of the votes cast at the Meeting in person or by
proxy. Because abstentions and broker non-votes are not treated as shares voted,
any abstentions and broker non-votes would have no impact on such proposals.

The Fund has one class of shares of capital stock consisting of common
stock, par value $.001 per share (the "Shares"). On July 12, 1995, the record
date, 8,434,919 Shares of the Fund were issued and outstanding.

Shares of the Fund are entitled to one vote each at the Meeting and
fractional Shares are entitled to proportionate shares of one vote.

In order that your Shares may be represented, you are requested to:

--indicate your instructions on the Proxy;
--date and sign the Proxy;
--mail the Proxy promptly in the enclosed envelope;

-- allow sufficient time for the Proxy to be received on or before 10:00
a.m. on September 21, 1995.

PROPOSAL 1: ELECTION OF DIRECTORS

The first proposal to be submitted at the Meeting will be the election of
two (2) directors of the Fund to serve until the 1998 Annual Meeting of
Shareholders. Each of the nominees, if elected, will hold office for a term of
three years and until his successor is elected and qualified. The Board is
divided into three classes, each class having a term of no more than three
years. Each year the term of office of one class expires and the successor or
successors elected to such class will serve for a three-year term.

Peter A. Gordon, a director whose current term expires on the date of this
Meeting, has been nominated for a three-year term to expire at the 1998 Annual
Meeting of Shareholders.

Martin M. Torino, a director whose current term does not expire until the
1997 Annual Meeting of Shareholders, has also been nominated for a three-year
term to expire at the 1998 Annual Meeting of Shareholders so as to maintain the
classes of directors as nearly equal in number as possible, as required by the
Fund's Articles of Incorporation.

Each of the nominees has indicated his intention to continue to serve if
elected and has consented to being named in this Proxy Statement. Each nominee
or director who is deemed an "interested person" of the Fund, as defined in the
Investment Company Act of 1940, as amended (the "1940 Act"), is indicated by an
asterisk in the table below. Messrs. Bassini and Sigg are interested persons of
the Fund by virtue of their positions as directors and officers of BEA.

The following table sets forth certain information regarding the nominees
for election to the Board of the Fund, the directors of the Fund and the
officers and directors of the Fund as a group. Each of the nominees, directors
and officers of the Fund has sole voting and investment power with respect to
the Shares shown. Each nominee, each director and the officers and directors of
the Fund as a group, owns less than one percent of the outstanding Shares of the
Fund.

LENGTH OF
SERVICE AS
CURRENT PRINCIPAL DIRECTOR AND
SHARES OCCUPATION TERM OF MEMBERSHIP ON BOARDS
BENEFICIALLY AND PRINCIPAL EMPLOYMENT MEMBERSHIP OF OTHER REGISTERED
OWNED ON DURING THE PAST FIVE ON BOARD OF INVESTMENT COMPANIES AND
NAME (AGE) JULY 12, 1995 YEARS THE FUND PUBLICLY HELD COMPANIES
- - ---------------------------------------- --------------- ------------------------- --------------- -------------------------

Emilio Bassini* (45) ................... 3,970 Member of the Executive Since 1992; Director of seven other
153 E. 53rd Street Committee, Chief Finan- current term BEA-advised investment
New York, NY 10022 cial Officer and ends at the companies.
Executive Director of BEA 1996 annual
(formerly Basic meeting
Appraisals, Inc. and BEA
Associates, Inc.)
(1984-present).

James J. Cattano (51) .................. 0 President, Atlantic Since 1994; Director of six other
80 Field Point Road Fertilizer & Chemical current term BEA-advised investment
Greenwich, CT 06830 Company (an international ends at the companies.
trading company 1997 annual
specializing in the sale meeting
of agricultural
commodities in Latin
American markets)
(10/91-present);
President, Diamond
Fertiliser & Chemical
Corporation, a subsidiary
of Norsk Hydro A.S. (a
Norwegian agriculture,
oil and gas, light metals
and petro-chemical
company) (1/84-10/91).

Peter A. Gordon (53) ................... 0 General Partner of Ethos Since 1992; Director of TCS Fund,
152 W. 57th Street Capital Management; current term Inc.; Director of five
New York, NY 10019 Managing Director of Sal- ends at the other BEA-advised in-
omon Brothers Inc 1995 annual vestment companies;
(1981-6/92). meeting Director of the Mills
Corporation.

George W. Landau (75) .................. 1,000 Chairman of the Latin Since 1992; Director of six other
Two Grove Isle Drive American Advisory Board current term BEA-advised investment
Coconut Grove, FL 33133 of the Coca-Cola Corpo- ends at the companies;
ration and Senior Advisor 1996 annual Director of Emigrant
of Coca-Cola Internation- meeting Savings Bank; Director of
al (1988-present); Presi- GAM Funds, Inc.
dent of the Americas So-
ciety and Council of the
Americas (7/85-10/93);
United States Ambassador
to Venezuela (1982-1985);
United States Ambassador
to Chile (1977-1982) and
United States Ambassador
to Paraguay (1972-1977).

Daniel H. Sigg* (39) ................... 0 Member of the Executive Since 1994; Director of eight other
153 East 53rd Street Committee and Managing current term BEA-advised investment
New York, NY 10022 Director of BEA ends at the companies.
(9/90-present); Head of 1997 annual
International Equity meeting
Sales and Trading at
Swiss American Securities
(1987-9/90).

Martin M. Torino (45) .................. 0 Executive Director of TAU Since 1992; Director of five other
Reconquista 365, 9th Fl. S.A. (a commodities current term BEA-advised investment
Capital Federal 1003 trading firm) (11/90-pre- ends at the companies.
Buenos Aires, Argentina sent); President of DYAT 1997 annual
S.A. (10/93-present); Ex- meeting
ecutive Vice President of
Louis-Dreyfus Sugar Co.
(1/84-5/91).

All directors and officers 4,970
as a group (11 persons, including the
foregoing) ...........................

During the fiscal year ended May 31, 1995, each director who is not a
director, officer, partner, co-partner or employee of BEA, the U.S.
Administrator or any affiliate thereof, received an annual fee of $5,000 and
$500 for each meeting of the Board attended by him and was reimbursed for
expenses incurred in connection with his attendance at the Board meetings. The
total remuneration paid by the Fund during the fiscal year ended May 31, 1995 to
all such unaffiliated directors was $30,000. During the fiscal year ended May
31, 1995, the Board convened 11 times. Each director except Mr. Sigg attended at
least seventy-five percent of the aggregate number of meetings of the Board and
any committees on which he served.

The Fund's Audit Committee is composed of directors who are not interested
persons of the Fund. Messrs. Cattano, Gordon, Landau and Torino are the members
of the Audit Committee. The Audit Committee of the Fund convened twice during
the fiscal year 1995. The Audit Committee of the Fund advises the full Board
with respect to accounting, auditing and financial matters affecting the Fund.
The Board performs the functions of a nominating committee. The Fund does not
have a compensation committee.

Section 16(a) of the Securities Exchange Act of 1934 requires a Fund's
officers and directors, officers and directors of the investment adviser,
affiliated persons of the investment adviser, and persons who beneficially own
more than ten percent of the Fund's Shares, to file reports of ownership with
the Securities and Exchange Commission (the "SEC"), the New York Stock Exchange
and the Fund. Based solely upon its review of the copies of such forms received
by it and written representations from such persons, the Fund believes that for
the fiscal year ended May 31, 1995, all filings applicable to such persons were
complied with, except that an Initial Statement of Beneficial Ownership of
Securities on Form 3 was filed late by each of the following individuals: James
Cattano and Daniel Sigg (directors of the Fund); Lloyd Baskin, Henry Klein,
Robert Margolin, Paul P. Stamler and Lynn Zabner (officers or employees of the
Fund or BEA).

The following table shows certain information about officers of the Fund
other than Mr. Bassini and Mr. Sigg, who are described above. Mr. Bassini is
Chairman of the Board, President and Chief Investment Officer of the Fund and
Mr. Sigg is Senior Vice President of the Fund. Mr. Bassini, Mr. Playfair and Mr.
Pignataro have held their respective offices since the commencement of the
Fund's operations. Mr. Sigg and Mr. Stamler have been Senior Vice Presidents of
the Fund since April 1993 and July 1993, respectively. Ms. Manney has been Vice
President and Treasurer of the Fund since October 1992 and Mr. Klein has been
Vice President of the Fund since February 1995.

Each officer will hold his office until a successor has been elected. All
officers of the Fund are employees of and are compensated by BEA. The Fund has
no bonus, profit sharing, pension or retirement plans.

SHARES
BENEFICIALLY CURRENT PRINCIPAL OCCUPATION
OWNED ON AND PRINCIPAL EMPLOYMENT
NAME AGE JULY 12, 1995 POSITION WITH FUND DURING THE PAST FIVE YEARS
- - ----------------------------- --- ------------- -------------------------- ------------------------------------

Piers Playfair .............. 36 0 Executive Vice President Managing Director of BEA
153 E. 53rd Street and Investment Officer (12/94-present); Senior Vice
New York, NY 10022 President of BEA (9/90-12/94);
Director of Equity Capital Markets
Group, Salomon Brothers Inc
(1985-1990).

Paul P. Stamler ............. 34 0 Senior Vice President Vice President of BEA (6/93-pre-
153 E. 53rd Street sent); self-employed as a certified
New York, NY 10022 public accountant (4/92-5/93); Vice
President of Bear, Stearns & Co.
Inc. (6/88-3/92).

Henry Klein ................. 32 0 Vice President Vice President of BEA (3/93-
153 E. 53rd Street present); Associate at Lehman
New York, NY 10022 Brothers, Inc.
Michael A. Pignataro ........ 35 0 Chief Financial Officer Assistant Vice President and Chief
153 E. 53rd Street and Secretary Administrative Officer for
New York, NY 10022 Investment Companies of BEA
(formerly Basic Appraisals, Inc. and
BEA Associates, Inc.)
(9/89-present).

Rachel D. Manney ............ 28 0 Vice President and Assistant Vice President and Ad-
153 E. 53rd Street Treasurer ministrative Officer for Investment
New York, NY 10022 Companies of BEA (4/92-present);
Senior Associate at Coopers &
Lybrand (certified public
accountant) (1989-1992).

The following table shows certain compensation information for the directors
of the Fund for the fiscal year ended May 31, 1995. None of the Fund's executive
officers and directors who are also officers or directors of BEA received any
compensation from the Fund for such period.

PENSION OR TOTAL
RETIREMENT ESTIMATED COMPENSATION FROM TOTAL NUMBER OF
BENEFITS ANNUAL FUND AND BOARDS OF
AGGREGATE ACCRUED AS BENEFITS FUND COMPLEX BEA-ADVISED
COMPENSATION PART OF UPON PAID TO INVESTMENT
NAME OF DIRECTOR FROM FUND FUND EXPENSES RETIREMENT DIRECTORS COMPANIES SERVED
- - --------------------------------------- ------------- --------------- --------------- ------------------ -------------------

James J. Cattano ...................... $7,500 0 0 $ 51,500 7
Peter A. Gordon ....................... $7,500 0 0 $ 44,500 6
George W. Landau ...................... $7,500 0 0 $ 51,500 7
Martin M. Torino ...................... $7,500 0 0 $ 44,500 6

THE BOARD OF DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS, RECOMMENDS
THAT THE SHAREHOLDERS VOTE "FOR" THE NOMINEES FOR DIRECTOR.

PROPOSAL 2: RATIFICATION OR REJECTION OF
INDEPENDENT PUBLIC ACCOUNTANTS

The second proposal to be submitted at the Meeting will be the ratification
or rejection of the selection by the Board of Coopers & Lybrand L.L.P. ("Coopers
& Lybrand") as independent public accountants of the Fund for the present fiscal
year ending May 31, 1996. At a meeting held on May 16, 1995, the Board,
including those directors who are not "interested persons" of the Fund, approved
the selection of Coopers & Lybrand for the fiscal year ending May 31, 1996.
Coopers & Lybrand has been independent public accountants for the Fund since
commencement of operations of the Fund, and has informed the Fund that it has no
material direct or indirect financial interest in the Fund. A representative of
Coopers & Lybrand will be available by telephone at the Meeting and will have
the opportunity to make a statement if the representative so desires and will be
available to respond to appropriate questions.

THE BOARD OF DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS, RECOMMENDS
THAT THE SHAREHOLDERS VOTE "FOR" THE RATIFICATION OF COOPERS & LYBRAND AS
INDEPENDENT PUBLIC ACCOUNTANTS.

ADDITIONAL INFORMATION

REPORTS TO SHAREHOLDERS

The Fund sends unaudited semi-annual and audited annual reports to its
shareholders, including a list of investments held. THE FUND WILL FURNISH,
WITHOUT CHARGE, A COPY OF ITS MOST RECENT ANNUAL AND SEMI-ANNUAL REPORT UPON
REQUEST TO THE FUND AT ONE CITICORP CENTER, 153 EAST 53RD STREET, NEW YORK, NEW
YORK 10022, ATTENTION: INVESTOR RELATIONS, TELEPHONE (1-800-293-1232). THESE
REQUESTS WILL BE HONORED WITHIN THREE BUSINESS DAYS OF RECEIPT.

PROPOSAL 3: OTHER MATTERS WHICH MAY COME BEFORE THE MEETING;
SHAREHOLDER PROPOSALS

The Board is not aware of any other matters that will come before the
Meeting. Should any other matter properly come before the Meeting, it is the
intention of the persons named in the accompanying Proxy to vote the Proxy in
accordance with their judgment on such matters.

Notice is hereby given that for a shareholder proposal to be considered for
inclusion in the Fund's proxy material relating to its 1996 annual meeting of
shareholders, the shareholder proposal must be received by the Fund no later
than March 30, 1996. A shareholder desiring to submit a proposal must be a
record or beneficial owner of at least 1% of the outstanding Shares or Shares
with a market value of $1,000 entitled to be voted at the meeting and must have
held such Shares for at least one year. Further, the shareholder must continue
to hold such Shares through the date on which the meeting is held. Documentary
support regarding the foregoing must be provided along with the proposal. There
are additional requirements regarding proposals of the shareholders, and a
shareholder contemplating submission of a proposal is referred to Rule 14a-8
promulgated under the Securities Exchange Act of 1934.

SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING AND WHO WISH TO HAVE
THEIR SHARES VOTED ARE REQUESTED TO DATE AND SIGN THE ENCLOSED PROXY AND RETURN
IT IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES.

THE EMERGING MARKETS
TELECOMMUNICATIONS
FUND, INC.

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

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Messrs. Emilio Bassini and
Michael A. Pignataro as Proxies, each with the power to appoint
THE EMERGING MARKETS TELECOMMUNICATIONS FUND, INC. his substitute, and hereby authorizes them to represent and to
PROXY vote, as designated below, all shares of The Emerging Markets
Telecommunications Fund, Inc. (the "Fund") that the undersigned
is entitled to vote at the annual meeting of shareholders on
Thursday, September 21, 1995, and at any adjournment thereof.

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

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES IN PROPOSAL 1 AND
"FOR" PROPOSAL 2.

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

PROPOSAL 1--ELECTION OF THE FOLLOWING NOMINEES AS DIRECTORS: FOR nominees listed WITHHOLD AUTHORITY
(except as marked to the to vote for the
contrary below) nominees
Peter A. Gordon / / / /
Martin M. Torino

(Instruction: To withhold authority for any individual, write the individual's
name on the line provided below.)

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

PROPOSAL 2--TO RATIFY THE SELECTION OF COOPERS & LYBRAND L.L.P. AS INDEPENDENT PUBLIC FOR AGAINST ABSTAIN
ACCOUNTANTS OF THE FUND FOR THE FISCAL YEAR ENDING MAY 31, 1996: / / / / / /
PROPOSAL 3--TO CONSIDER AND ACT UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE
MEETING OR ANY ADJOURNMENTS THEREOF.

(CONTINUED--SIGNATURE REQUIRED ON NEXT PAGE)

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.

This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholder.

IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.

Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign.

When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such. If a corporation,
please sign in full corporate name by president or other
authorized officer. If a partnership, please sign in
partnership name by authorized person.
Date: ________________________________________________________
______________________________ _____________________________
Signature Print Name
______________________________ _____________________________
Signature if held jointly Print Name