EXECUTONE INFORMATION SYSTEMS, INC.                  PROXY
                  6 THORNDAL CIRCLE, DARIEN, CONNECTICUT 06820
          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
 
     The  undersigned  hereby  appoints  Alan Kessman,  Michael  W.  Yacenda and
Barbara C. Anderson, or any  of them, with full  power of substitution in  each,
Proxies,  to  vote  all the  shares  of  Common Stock  of  EXECUTONE Information
Systems, Inc. held  of record by  the undersigned  at the close  of business  on
April 25, 1994, at the Annual Meeting of Shareholders (the 'Meeting') to be held
on June 23, 1994, at 3:00 p.m., or any continuation or adjournment thereof.
1. Election of Directors
 

                                      
FOR all nominees listed below (except    WITHHOLD AUTHORITY for all nominees
as marked to contrary below) [ ]         listed below [ ]

 
  (INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
SUCH NOMINEE'S NAME FROM THE LIST BELOW.)
 
  ALAN KESSMAN                 STANLEY M. BLAU                 THURSTON R. MOORE
  RICHARD S. ROSENBLOOM                WILLIAM R. SMART       WILLIAM J. SPENCER
 
2. Proposal to approve the amendment of the 1984 Employee Stock Purchase Plan to
   extend the Plan and allocate additional shares for purchase thereunder.
 
             FOR [ ]             AGAINST [ ]            ABSTAIN [ ]
 
3. Proposal  to approve  the amendment of  1990 Directors' Stock  Option Plan to
   modify the vesting schedule of initial option grants thereunder.
 
             FOR [ ]             AGAINST [ ]            ABSTAIN [ ]
 
4. Proposal to approve the adoption of the 1994 Executive Stock Incentive Plan.
 
             FOR [ ]             AGAINST [ ]            ABSTAIN [ ]
 
5. In  their discretion,  the Proxies  are authorized  to vote  upon such  other
business as may properly come before the Meeting.
 

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, 2, 3 AND 4.
 
                                             Dated: ____________________________
 
                                             Signature: ________________________
 
                                             Signature if held jointly: ________
 
                                             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 THE PRESIDENT  OR
                                             OTHER   AUTHORIZED  OFFICER.  IF  A
                                             PARTNERSHIP,   PLEASE    SIGN    IN
                                             PARTNERSHIP   NAME   BY  AUTHORIZED
                                             PERSON.