SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

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

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 Section
240.14a-12

THE FIRST ISRAEL FUND, INC.
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

MICHAEL A. PIGNATARO
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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:
capital stock, par value $.001 per share
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
5,012,294.63
------------------------------------------------------------------------
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.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------

- - --------------------------------------------------------------------------------
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THE FIRST ISRAEL 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 JANUARY 16, 1996
-----------------

TO THE SHAREHOLDERS OF
THE FIRST ISRAEL FUND, INC.

NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of The First
Israel Fund, Inc. (the "Fund") will be held in the offices of Willkie Farr &
Gallagher, One Citicorp Center, 153 East 53rd Street, 47th Floor, New York, New
York 10022, on Tuesday, January 16, 1996 commencing at 10:00 a.m., for the
following purposes:

(1) To elect two (2) directors of the Fund.

(2) To ratify the selection of Coopers & Lybrand L.L.P. as independent
public accountants of the Fund for the fiscal year ending September
30, 1996.

(3) To consider and act upon such other matters as may properly come
before the meeting or any adjournments thereof.

The close of business on December 1, 1995 has been fixed as the record date
for the determination of the shareholders entitled to notice of, and to vote at,
the meeting.

This notice and related proxy material are first being mailed on or about
December 11, 1995.

By order of the Board of Directors,

[LOGO]
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: December 11, 1995
New York, New York

THE FIRST ISRAEL 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 JANUARY 16, 1996
-----------------

This Proxy Statement is furnished in connection with a solicitation of
proxies by the Board of Directors (the "Board") of The First Israel 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 Tuesday, January 16, 1996 commencing at
10:00 a.m. and at any adjournments thereof (collectively, the "Meeting"). A
Notice of Annual Meeting of Shareholders and a proxy card (the "Proxy")
accompany this Proxy Statement. Proxy solicitations will be made primarily by
mail, but solicitations may also be made by telephone, telegraph or personal
interviews conducted by officers or employees of the Fund and BEA Associates
("BEA"), the investment adviser to the Fund, and Bear Stearns Funds Management
Inc., administrator of the Fund (the "Administrator"). The Fund also has
retained MacKenzie Partners, Inc. ("MacKenzie") for proxy solicitation services
in accordance with its customary agreement. MacKenzie will solicit Proxies from
individuals, brokers, bank nominees and other institutional holders. 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. See "Additional Information -- Solicitation Expenses." This Proxy
Statement is expected to be mailed to shareholders on or about December 11,
1995.

The Fund will furnish without charge a copy of its most recent annual and
semi-annual reports upon request to the Fund at One Citicorp Center, 153 E. 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.

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, FOR
the ratification of Coopers & Lybrand L.L.P. as independent public accountants
and FOR any other matters that may properly come before the Meeting and that are
deemed appropriate. Any shareholder giving a Proxy has the right to attend the
Meeting to vote his or her 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. Approval of Proposal 1 requires
the affirmative vote of a plurality of shares voted while Proposal 2 requires
the affirmative vote of a majority of the shares voted. Abstentions will be
counted as present but not voting with respect to those proposals from which a
stockholder abstains. Broker non-votes will be counted in favor of Proposals 1
and 2.

The Fund has one class of shares of capital stock, par value $.001 per share
(the "Shares"). On the record date, December 1, 1995, there were 5,012,294.63
Shares issued and outstanding. Each Share is entitled to one vote at the
Meeting, and fractional Shares are entitled to proportionate shares of one vote.

In order that your Shares may be represented at the Meeting, 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 January 16, 1996.

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, Messrs. Jonathan Lubell and Steven Rappaport, to
serve until the 1998 Annual Meeting of the Fund, each to hold office for a term
not to exceed three years, as set forth below, and until his successor is
elected and qualified. In order to be elected pursuant to Proposal 1, the
nominees will need the affirmative vote of a plurality of the votes cast at the
Meeting in person or by proxy.

The Board is divided into three classes. Each year the term of office of one
class will expire and the successor or successors elected to such class will
serve for a three-year term. The classes of directors are as indicated below:

Class I Directors: Class II Directors:
Zeev Holtzman* Jonathan Lubell
George W. Landau Steven Rappaport
Daniel Sigg*

Class III Directors:
Emilio Bassini*
Peter A. Gordon

Each of the nominees currently serves as a director of the Fund and has been
a member of the Board of the Fund since the Fund commenced operations in October
1992. Each nominee has indicated an intention

to continue to serve if elected and has consented to being named in this Proxy
Statement. Each nominee 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. Messrs. Bassini and Sigg are interested persons of the
Fund by virtue of their positions as directors and officers of BEA. Mr. Holtzman
is an interested person of the Fund by virtue of his position as Chairman and
Chief Executive Officer of Giza Ltd., a sub-adviser to the Fund.

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

SHARES MEMBERSHIP ON BOARDS
BENEFICIALLY LENGTH OF SERVICE AS OF OTHER REGISTERED
OWNED ON CURRENT PRINCIPAL OCCUPATION AND DIRECTOR AND TIME OF INVESTMENT COMPANIES
SEPTEMBER 30, PRINCIPAL EMPLOYMENT DURING THE MEMBERSHIP ON BOARD AND PUBLICLY HELD
NAME (AGE) 1995 PAST FIVE YEARS OF THE FUND COMPANIES
- - ------------------------ --------------- --------------------------------- --------------------- ---------------------

Emilio Bassini (45)*.... 7,400 Member of the Executive Since inception; Director of seven
153 E. 53rd Street Committee, Chief Financial current term ends at other BEA-advised
New York, NY 10022 Officer and Executive Director of the 1997 annual investment companies.
BEA (formerly Basic Appraisals, meeting.
Inc. and BEA Associates Inc.)
(1984-present).

Peter A. Gordon (53).... 0 General Partner of Ethos Capital Since 1994; current Director of TCS Fund,
152 W. 57th Street Management; Managing Director of term ends at the 1997 Director of the Mills
New York, NY 10019 Salomon Brothers Inc. annual meeting. Corporation; Director
(1982-1992). of five other
BEA-advised invest-
ment companies.

Zeev Holtzman (54)*..... 0 Chairman and Chief Executive Since 1995; current
2 Kaufman Street Officer of Giza Ltd. (Israeli term ends at the 1998
Tel Aviv, Israel 61500 sub-advisor to the Fund) (Before annual meeting.
1988 to present).

George W. Landau (75)... 0 Chairman of the Latin American Since 1995; current Director of six other
2 Grove Isle Drive Advisory Board of the Coca-Cola term ends at the 1998 BEA-advised
#1609 Corporation and Senior Advisor of annual meeting. investment companies;
Coconut Grove, FL 33133 Coca-Cola International Director of Emigrant
(1988-present); President of the Savings Bank;
Americas Society and Council of Director of GAM
the Americas (7/85-10/93); United Funds, Inc.
States Ambassador to Venezuela
(1982-1985); United States
Ambassador to Chile (1977-1982)
and United States Ambassador to
Paraguay (1972-1977).

Jonathan W. Lubell 0 Partner in the law firm of Since inception; Director of one other
(65)................... Morrison Cohen Singer & Weinstein current term ends at BEA-advised
750 Lexington Ave. from February 1989. the 1996 annual investment company.
New York, NY 10022 meeting.

Steven N. Rappaport 2,000 Executive Vice President of Since inception;
(46)................... Loanet, Inc. since 1994. current term ends at
153 E. 53rd Street Director, President, North the 1996 annual
New York, NY 10022 American Operations, and former meeting.
Executive Vice President
(1/92-12/93) of Worldwide
Operations of Metallurg Inc.
(metal alloy company). Director,
Telerate, Inc. from 1985 until
1991. Partner, in the law firm of
Hartman & Craven until 1987.

Daniel Sigg (39)*....... 0 Member of the Executive Committee Since 1995; current Director of eight
153 E. 53rd Street and Executive Director of BEA term ends at the 1998 other BEA-advised
New York, NY 10022 (1990-present); Head of annual meeting. investment companies.
International Equity Sales and
Trading at Swiss American
Securities (1987-1990).

All directors and
officers
(10 persons, including
the foregoing) as a
group.................. 10,475 -- -- --

During the fiscal year ended September 30, 1995, each director who is not a
director, officer, partner, co-partner or employee of BEA, the Administrator, or
any affiliate thereof, was entitled to receive 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 aggregate
remuneration accrued to directors by the Fund during fiscal 1995 was $26,500,
all of which has already been paid. During the fiscal period ended September 30,
1995, the Board convened six times. Each director except Messrs. Holtzman, Sigg
and Lubell attended at least seventy-five percent of the aggregate number of
meetings of the Board. Each director except Messrs. Gordon and Lubell attended
at least seventy-five percent of the aggregate number of meetings of any
committee on which he served. Messrs. Landau and Rappaport have attended at
least seventy-five percent of the aggregate number of meetings of the Board
since their election to the Board.

Messrs. Rappaport, Gordon, Landau and Lubell constitute the Fund's Audit
Committee, which is composed of directors who are not interested persons of the
Fund. The Audit Committee advises the full Board with respect to accounting,
auditing and financial matters affecting the Fund. The Board performs the
functions of a nominating committee. There is also a Pricing Committee composed
of Messrs. Gordon, Landau and Bassini that reviews prices of illiquid or
restricted securities. 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 and Section 30(f) of
the 1940 Act require the 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, during fiscal 1995, all filing requirements
applicable to such persons were complied with.

The following table shows certain information about the officers of the Fund
other than Messrs. Bassini and Sigg, who are described above. Mr. Bassini has
been Chairman of the Board, President and Chief Investment Officer of the Fund,
Mr. Pignataro has been Chief Financial Officer and Secretary of the Fund and Ms.
Manney has been Vice President and Treasurer of the Fund since the Fund
commenced operations in October, 1992. Mr. Sigg and Mr. Stamler have each been
Senior Vice Presidents of the Fund since April, 1993 and July, 1993,
respectively. Each officer of the Fund will hold office until a successor has
been elected by the Board. 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
OWNED ON SEPTEMBER POSITION WITH CURRENT PRINCIPAL OCCUPATION AND PRINCIPAL
NAME AGE 30, 1995 FUND EMPLOYMENT DURING THE PAST FIVE YEARS
- - -------------------------- --- ------------------- --------------- ----------------------------------------------

Paul P. Stamler........... 35 0 Senior Vice Vice President of BEA (6/93-present); self-em-
153 E. 53rd Street President ployed as a certified public accountant
New York, NY 10022 (4/92-5/93); Vice President of Bear, Stearns
Co. Inc. (6/88-3/92).

Michael A. Pignataro...... 36 0 Chief Financial Assistant Vice President and Chief Administra-
153 E. 53rd Street Officer and tive Officer for Investment Companies of BEA
New York, NY 10022 Secretary (formerly Basic Appraisals, Inc. and BEA Asso-
ciates, Inc.) (9/89-present).

Rachel D. Manney.......... 28 75 Vice President Assistant Vice President and Administrative
153 E. 53rd Street and Treasurer Officer for Investment Companies of BEA
New York, NY 10022 (4/92-present); Senior Associate at Coopers &
Lybrand (certified public accountant)
(1989-1992).

COMPENSATION TABLE
- - ------------------------------------------------------------------------------------------------------
(3)
PENSION OR (4) (5)
RETIREMENT ESTIMATED TOTAL TOTAL NUMBER OF
(2) BENEFITS ANNUAL COMPENSATION FROM BOARDS OF BEA-
AGGREGATE ACCRUED AS BENEFITS FUND AND FUND ADVISED
(1) COMPENSATION PART OF FUND UPON COMPLEX PAID TO INVESTMENT
NAME OF DIRECTOR FROM FUND EXPENSES RETIREMENT DIRECTORS COMPANIES SERVED
- - ------------------------------------------------------------------------------------------------------

Emilio Bassini....... 0 N/A N/A 0 8
Peter Gordon......... $ 7,000 N/A N/A $ 42,000 6
Zeev Holtzman........ 0 N/A N/A 0 1
George Landau........ $ 7,000 N/A N/A $ 49,000 7
Jonathan Lubell...... $ 5,500 N/A N/A $ 11,000 2
Steven Rappaport..... $ 7,000 N/A N/A $ 7,000 1
Daniel Sigg.......... 0 N/A N/A 0 9

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. as
independent public accountants of the Fund for the present fiscal year ending
September 30, 1996. This proposal will require for approval the affirmative vote
of a

majority of the votes cast at the Meeting in person or by proxy. At a meeting
held on November 16, 1995, the Board, including those directors who are not
"interested persons" of the Fund, approved the selection of Coopers & Lybrand
L.L.P. for the fiscal year ending September 30, 1996. Coopers & Lybrand L.L.P.
has been the Fund's independent public accountant since the Fund commenced
operations in October 1992, and has informed the Fund that it has no material
direct or indirect financial interest in the Fund. A representative of Coopers &
Lybrand L.L.P. will not be present at the Meeting but will be available by
telephone 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 L.L.P. AS
INDEPENDENT PUBLIC ACCOUNTANTS.

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 1997 annual meeting of
shareholders, the shareholder proposal must be received by the Fund no later
than October 1, 1996.

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.

ADDITIONAL INFORMATION

INFORMATION ABOUT BEA AND THE ADMINISTRATOR

BEA, the investment adviser to the Fund, is a New York general partnership
organized in 1990 that is registered as an investment adviser under the
Investment Advisers Act of 1940. The principal executive office of BEA is One
Citicorp Center, 153 East 53rd Street, 57th Floor, New York, New York 10022. The
principal executive office of Bear Stearns Funds Management Inc., administrator
to the Fund, is 245 Park Avenue, 15th Floor, New York, New York 10167.

BENEFICIAL OWNERS

There are no persons who may be deemed beneficial owners of 5% or more of
the Shares because they possessed or shared voting or investment power with
respect to the Shares.

SOLICITATION EXPENSES

The Board has retained 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. MacKenzie will solicit proxies from individuals, brokers,
bank nominees and other institutional holders. MacKenzie's solicitation efforts
may be made by telephone, telegram and in person. 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 and (d) supplementary
solicitations to submit proxies, will be borne by the Fund.

THE FIRST ISRAEL FUND, INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS

The undersigned hereby appoints Emilio
Bassini and Michael A. Pignataro as Proxies,
each with the power to appoint his
substitute, and hereby authorizes them
THE FIRST ISRAEL FUND, INC.
to represent and to vote, as designated
below, all shares of the above fund (the
PROXY
"Fund") that the undersigned is entitled to
vote at the annual meeting of shareholders
on January 16, 1996, 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 DIRECTOR: FOR nominees listed WITHHOLD AUTHORITY
Class II: JONATHAN LUBELL, STEVEN RAPPAPORT (except as marked to to vote for the nominees
the contrary below)
/ / / /

(Instruction: To withhold authority to vote for an individual, write the
individual's name on the line below.)

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

PROPOSAL 2--TO RATIFY THE SELECTION OF COOPERS & LYBRAND L.L.P. AS INDEPENDENT FOR AGAINST ABSTAIN
PUBLIC ACCOUNTANTS OF THE FUND FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 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 THE NOMINEES FOR DIRECTOR
AND FOR PROPOSAL 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.
Dated: ____________________________
_________________ ________________
Signature Print
Name
_________________ ________________
Signature if held jointly Print
Name