EXHIBIT 99.1

                                                                                
                                     PROXY
                                        
                         OVATION COMMUNICATIONS, INC.
                        SPECIAL MEETING OF STOCKHOLDERS
                            ________________, 1999
                                        
     THE undersigned acknowledges receipt of a Prospectus and Proxy Statement
dated   ___, 1999, and appoints _______________ and _________________, or either
of them, attorneys and proxies of the undersigned, each with full power of
substitution, to vote all shares of Ovation Communications, Inc. which the
undersigned is entitled to vote at the special meeting of its stockholders to be
held on   _____, 1999, and at any adjournment thereof:


     1.  FOR    AGAINST   ABSTAIN
         ( )    ( )       ( )
 
         (YOUR BOARD OF DIRECTORS
         RECOMMENDS A VOTE FOR THIS
                           ---
         PROPOSAL)
 
     Proposal to adopt an Agreement and Plan 
     of Merger (the "Merger Agreement") and 
     approve the Merger and other transactions 
     contemplated by the Merger Agreement as 
     described in the Prospectus and Proxy 
     Statement dated , 1999.

 
  2. As said Proxies in their discretion may determine on all other matters that
may be presented at the meeting.

  THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF OVATION COMMUNICATIONS,
INC.  IF THIS PROXY IS PROPERLY EXECUTED, THE SHARES REPRESENTED BY THIS PROXY
WILL BE VOTED AS SPECIFIED.  IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE
VOTED FOR ADOPTION OF THE MERGER AGREEMENT AND APPROVAL OF THE MERGER AND WILL
      ---                                                                     
BE VOTED IN THE DISCRETION OF THE PROXIES ON ANY OTHER MATTERS WHICH MAY COME
BEFORE THE MEETING.

Please sign exactly as your name(s) appear(s) below.  Joint owners should each
sign personally.  Executors, administrators, trustees and persons signing for
corporations or partnerships should so indicate and include title.

                                    Dated:_____________________, 1999
 
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                                        Signatures of Stockholders


PLEASE DATE AND SIGN THIS PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.