SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

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 Section 240.14a-12.

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

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

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] 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:

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(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):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[ ] 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:

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(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) Date Filed:

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THE FIRST PHILIPPINE FUND INC.
152 WEST 57TH STREET
NEW YORK, NEW YORK 10019
------------------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD OCTOBER 30, 1997

The Annual Meeting of Stockholders of The First Philippine Fund Inc. (the
"Fund"), a Maryland corporation, will be held at the offices of Clemente
Capital, Inc., 152 West 57th Street, New York, New York, on Thursday, October
30, 1997 at 9:30 A.M., New York time, for the following purposes:

1. To elect three Class I directors to serve for terms expiring on the date
of the annual meeting of stockholders in 2000.

2. To ratify the selection of Price Waterhouse LLP as the Fund's
independent accountants for the fiscal year ending June 30, 1998.

3. To transact such other business as may properly come before the meeting
or any adjournments thereof.

The Board of Directors has fixed August 20, 1997 as the record date for the
meeting. Only holders of the Fund's common stock at the close of business on
such date will be entitled to notice of, and to vote at, such meeting or any
adjournments thereof. The stock transfer books will not be closed.

A copy of the Fund's Annual Report for the fiscal year ended June 30, 1997
has been previously sent to stockholders.

By order of the Board of Directors,
William H. Bohnett
Secretary

Dated: September 5, 1997

IMPORTANT

UNLESS YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE COMPLETE, DATE AND
SIGN THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED FOR
THAT PURPOSE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. YOUR
PROMPT RESPONSE WILL ASSURE A QUORUM AT THE MEETING, THEREBY SAVING YOUR FUND
THE EXPENSE OF FURTHER SOLICITATION OF PROXIES.
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THE FIRST PHILIPPINE FUND INC.
152 WEST 57TH STREET
NEW YORK, NEW YORK 10019
------------------------

PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD OCTOBER 30, 1997

GENERAL INFORMATION

The Board of Directors of The First Philippine Fund Inc. (the "Fund")
solicits the proxies of the holders of the Fund's common stock for use at the
Annual Meeting of Stockholders of the Fund to be held at the offices of Clemente
Capital, Inc., 152 West 57th Street, New York, New York, on Thursday, October
30, 1997 at 9:30 A.M., New York time, and at any adjournments thereof.

This Proxy Statement and the form of proxy enclosed herewith were first
mailed to stockholders on September 5, 1997. Any stockholder who executes and
delivers a proxy may revoke it by written communication at any time prior to its
use or by voting in person at the Annual Meeting. All properly executed proxies
received in time for the meeting will be voted as specified in the proxy or, if
no specification is made, for each proposal referred to in this Proxy Statement.

The cost of soliciting the proxies will be borne by the Fund. Directors,
officers and regular employees of the Fund may solicit proxies by telephone,
telegram or personal interview. In addition, the Fund has retained the services
of Shareholder Communications Corporation to solicit proxies from stockholders.
The cost of such services is estimated at $5,000 plus out-of-pocket expenses.
The Fund will, upon request, bear the reasonable expenses of brokers, banks and
their nominees who are holders of record of the Fund's shares of common stock on
the record date, incurred in mailing copies of the Annual Report, this Notice of
Meeting and Proxy Statement and the enclosed form of proxy to the beneficial
owners of the Fund's shares of common stock.

Only holders of issued and outstanding shares of the Fund's common stock of
record at the close of business on August 20, 1997 are entitled to notice of,
and to vote at, the meeting. Each such holder is entitled to one vote per share
of common stock so held on all business of the meeting and any adjournments
thereof. As of the record date, there were 11,225,000 shares of common stock
outstanding.

COPIES OF THE FUND'S ANNUAL REPORT ARE AVAILABLE FREE OF CHARGE TO ANY
SHAREHOLDER. REPORTS MAY BE ORDERED BY WRITING CLEMENTE CAPITAL, INC., 152 WEST
57TH STREET, NEW YORK, NEW YORK 10019 OR CALLING (212) 765-0700.

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ELECTION OF DIRECTORS

The Board of Directors (the "Board") is divided into three classes in
accordance with the Fund's Charter and By-Laws. The class of directors (Class I)
whose term will expire at the 1997 Annual Meeting consists of three current
directors, Adrian C. Cassidy, M.A.T. Caparas and Stephen J. Solarz, who are each
nominated for election for a term of three years to expire at the 2000 annual
meeting and until their successors are duly elected and qualified.

Directors shall be elected by a plurality of the stock voting at the
Meeting. Votes shall be tabulated by American Stock Transfer & Trust Company.
Abstentions do not constitute a vote "for" or "against" a matter and will be
disregarded in determining votes cast on an issue. Broker "non-votes" (i.e.,
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 the same as abstentions.

Each of the nominees has consented to serve as a director of the Fund if
elected. In the event that any of such nominees should become unavailable for
election for any presently unforeseen reason, the proxies will be voted for such
person, if any, as shall be designated by the Board to replace any such nominee.

The information set forth below as to the ages and principal occupations of
these nominees and the other members of the Board of Directors, and the number
of shares of common stock of the Fund beneficially owned by them, directly or
indirectly, has been furnished to the Fund by such directors or nominees.

NOMINEES FOR THREE YEAR TERMS EXPIRING IN 2000
(CLASS I)

NUMBER AND
PERCENTAGE
(IF OVER 1%)
OF SHARES
BENEFICIALLY
PRINCIPAL OCCUPATION DIRECTOR OWNED AS OF
NAME AND ADDRESS AGE DURING PAST FIVE YEARS SINCE AUGUST 20, 1997(1)
- --------------------------- --- ------------------------------ ------------- ------------------

Adrian C. Cassidy.......... 81 Retired Chief Financial October 1989 3,400(2)
924 Country Officer of Pacific Telephone &
Rim Court Telegraph; Director of
Roseville, CA 95747 Clemente Global Growth Fund,
Inc. and Datron Systems, Inc.
(communications company).
*M.A.T. Caparas............ 73 Director, Century Holding October 1994 --
1266 Lubich Drive Corp., Los Angeles,
Mountain View, CA 94040 California, 1992 to present;
Director, Century Bank, 1988
to 1994; Chairman, Philippine
Presidential Commission on
Good Government from 1988 to
1990.

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Stephen J. Solarz.......... 57 Member, United States House of October 1994 --
1120 Bellview Road Representatives from 1975 to
McLean, VA 22102 1992; President, Solarz
Associates, an international
consulting firm from 1992 to
present; Chairman, Central
Asian-American Enterprise
Fund; Senior Counselor, Apco
Associates, a public affairs
company; Director of Samsonite
Corp. (a luggage company),
Culligan International Company
(a water conditioning
company), and IRI
International (oil drilling
equipment company).

MEMBERS OF THE BOARD CONTINUING IN OFFICE
DIRECTORS WHOSE TERMS EXPIRE IN 1998
(CLASS II)

Stephen Bosworth........... 57 Executive Director of The October 1989 600
600 Third Avenue Korean Peninsula Energy
12th Floor Development Organization since
New York, NY 10016 February 1996; President of
U.S./Japan Foundation from
1988 to January 1996; U.S.
Ambassador to the Philippines
from 1984 to 1987; Adjunct
Professor at Columbia
University from 1990 to
present.
*Leopoldo M. Clemente, 59 Executive Vice President and October 1989 1,200(3)
Jr......................... Managing Director of the Fund
152 West 57th Street since October 1989; President
New York, NY 10019 and Chief Investment Officer
of Clemente Capital, Inc.
since 1987; President and
Director of Clemente Global
Growth Fund, Inc.; Director of
Philippine Strategic
Investment (Holdings) Lim-
ited.

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*Peter Favila.............. 49 Chairman and Director of the July 1995 --
PNB Financial Building Fund since July 1995; Vice
Roxas Boulevard Chairman and President of
Pasay City Philippine National Bank since
Metro Manila, July 1995; Chairman and
Philippines Director of PNB Investments
Limited since July 1995;
President, Security Bank
Corporation from 1990 to June
1995; Member of the Board of
Advisors of Philippine Air
Lines from July 1995 to
present.

MEMBERS OF THE BOARD CONTINUING IN OFFICE
DIRECTORS WHOSE TERMS EXPIRE IN 1999
(CLASS III)

*Lilia C. Clemente......... 56 President and Chief Executive October 1989 1,200(3)
152 West 57th Street Officer of the Fund since
New York, NY 10019 October 1989; Chairman and
Chief Executive Officer of
Clemente Capital, Inc. since
1986; Chairman and Director of
Clemente Global Growth Fund,
Inc.; Director of Philippine
Strategic Investment
(Holdings) Limited.
Edgardo B. Espiritu........ 62 Chairman of Western State Bank October 1989 --
Ritz Tower from 1992 to present;
Makati, Metro Manila Vice-Chairman and President of
Philippines Westmont Bank from June 1994
to present; Chairman and Chief
Executive Officer of EBE
Company, 1992 to present;
Chairman of the Fund from
October 1990 to October 1992;
President and Vice Chairman of
Philippine National Bank from
1986 to May 1992.
Joseph A. O'Hare, S.J...... 66 President of Fordham October 1989 --
Fordham University University since July 1984.
Bronx, NY 10458

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Robert B. Oxnam............ 54 Senior Advisor, The Bessemer October 1989 100
630 Fifth Avenue Group Incorporated, November
New York, NY 10111 1992 to present; President of
The Asia Society, a
non-profit, non-political
educational institution, from
1981 to November 1992;
Director of Clemente Global
Growth Fund, Inc.
All Directors and Officers as a Group (14 persons)............................. 7,500

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

* Directors considered to be persons who are "interested persons" (as defined
in the Investment Company Act of 1940) of the Fund or of the Fund's
investment advisers. Peter Favila, M.A.T. Caparas and Mr. and Mrs. Clemente
are deemed to be interested persons because of their affiliation with the
Fund's investment adviser, Clemente Capital, Inc., or the Philippine
Adviser, Philippine National Bank, or because they are officers of the Fund
or both.

(1) The information as to beneficial ownership is based on statements furnished
to the Fund by the directors. Unless otherwise noted, beneficial ownership
is based on sole voting and investment power.

(2) The 3,400 shares attributed to Mr. Cassidy are held in a family trust of
which he and his wife are co-trustees.

(3) Lilia C. Clemente and Leopoldo M. Clemente, Jr. are wife and husband. Each
disclaims beneficial ownership of the other's shares.

In addition to Mr. and Mrs. Clemente, William H. Bohnett, Valentin Araneta
and Thomas J. Prapas serve as executive officers of the Fund, as set forth
below. Each of the executive officers serves at the pleasure of the Board.

PRINCIPAL OCCUPATION
NAME AND ADDRESS AGE DURING PAST FIVE YEARS
- ------------------------- --- -------------------------------------------------------------

William H. Bohnett....... 49 Secretary of the Fund since October 1989; Partner of
666 Fifth Avenue Fulbright & Jaworski L.L.P. (law firm), Counsel to the Fund,
New York, NY 10103 since February 1991.
Valentin Araneta......... 45 Executive Vice President and Managing Director of the Fund
PNB Financial Building since January 1995; Managing Director and a Director of the
Roxas Boulevard Philippine Adviser since 1992; currently, Senior Executive
Pasay City Vice President of PNB, and other positions within PNB since
Metro Manila 1980; Managing Director of PNB International Finance Ltd.
Philippines since 1988 and Director from 1992 to present.
Thomas J. Prapas......... 58 Treasurer of the Fund since October 1989; Chief Economist and
152 West 57th Street Portfolio Manager at Clemente Capital, Inc. since 1986.
New York, NY 10019

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The Board held four meetings during the fiscal year ended June 30, 1997.
Each director, except Mr. Favila, attended at least 75% of the total number of
meetings of the Board and of all committees of the Board on which they served.
The Board has appointed an Audit Committee, presently consisting of Messrs.
Bosworth, Cassidy and Oxnam, which met once during the fiscal year. The purpose
of the Audit Committee is to advise the full Board with respect to accounting,
auditing and financial matters affecting the Fund.

Directors who are not affiliated with Clemente Capital, Inc. (the
"Adviser") or PNB Investments Limited (the "Philippine Adviser") receive an
annual stipend of $8,000 for serving on the Board and its committees, an
additional $750 for each Directors' meeting which they attend in person or an
additional $250 per meeting for attendance by conference call and reimbursement
for out-of-pocket expenses in connection with their attendance at Directors'
meetings. The Fund does not pay any pension or other benefits to its Directors.
For the year ended June 30, 1997, Directors' fees totaled $64,750. For the
fiscal year ended June 30, 1997, the following table sets forth compensation
received by the Fund's directors from the Fund and Clemente Global Growth Fund,
Inc., a closed-end investment company for which Clemente Capital, Inc. acts as
an investment adviser.

TOTAL COMPENSATION FROM
THE FUND AND CLEMENTE
COMPENSATION GLOBAL GROWTH FUND,
NAME OF DIRECTOR FROM THE FUND INC.
- ----------------------------------------------------------- ------------- -----------------------

Peter Favila............................................... $ 0 0
Lilia C. Clemente.......................................... 0 0
Leopoldo M. Clemente, Jr................................... 0 0
Stephen Bosworth........................................... 11,000 11,000
M.A.T. Caparas............................................. 0 0
Adrian C. Cassidy.......................................... 11,000 23,000
Edgardo B. Espiritu........................................ 10,250 10,250
Joseph A. O'Hare, S.J...................................... 11,000 11,000
Robert B. Oxnam............................................ 10,500 23,000
Stephen J. Solarz.......................................... 11,000 11,000

The Adviser, which pays the compensation and certain expenses of its
personnel who serve as Directors and officers of the Fund, receives an
investment advisory fee.

The Philippine Adviser, which pays the compensation and certain expenses of
its personnel who serve as Directors and as officers of the Fund, receives an
investment advisory fee from the Adviser.

Philippine National Bank ("PNB"), which acts as trustee of a trust fund
arrangement under which certain of the Fund's assets are held in the
Philippines, and which pays the compensation and certain expenses of its
personnel who serve as Directors and as officers of the Fund, receives a monthly
fee of .15% (on an annualized basis) of the Fund's average weekly net assets
held in the trust, subject to a $150,000 minimum fee per year, for
administration of the trust fund arrangement, including portfolio accounting and
valuation services.

Fulbright & Jaworski L.L.P., of which William H. Bohnett, the Secretary of
the Fund, is a partner, acts as legal counsel to the Fund.

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As of August 20, 1997, the President and Fellows of Harvard College owned
approximately 5.6% of the outstanding shares of the Fund. As of such date, no
other person owned of record or, to the knowledge of management, beneficially
owned more than 5% of the outstanding shares of the Fund.

RATIFICATION OF THE SELECTION OF
INDEPENDENT ACCOUNTANTS

At a meeting held on July 31, 1997, the Board, including a majority of
Directors who are not interested persons of the Fund, selected Price Waterhouse
LLP to act as the Fund's independent accountants for the fiscal year ending June
30, 1998. Such selection is being submitted to the stockholders for
ratification. The employment of Price Waterhouse LLP is conditioned on the right
of the Fund, by majority vote of its stockholders, to terminate such employment.
Price Waterhouse LLP has acted as the Fund's independent accountants from the
Fund's inception.

The services to be provided by the Fund's independent accountants include
auditing the Fund's annual financial statements, assistance and consultation in
connection with Securities and Exchange Commission and New York Stock Exchange
filings, and review of the Fund's annual federal and state income tax returns.

One or more representatives of Price Waterhouse LLP are expected to be
present at the meeting and will have an opportunity to make a statement if they
so desire. Such representatives are expected to be available to respond to
appropriate questions from stockholders.

INVESTMENT ADVISER AND ADMINISTRATOR

THE INVESTMENT ADVISER

The Adviser, a New York corporation, has its principal office at 152 West
57th Street, New York, New York 10019. Lilia C. Clemente, President and Director
of the Fund, is Chairman, Chief Executive Officer and a Director of the Adviser.
Leopoldo M. Clemente, Jr., an Executive Vice President and Managing Director and
a Director of the Fund, is President, Chief Investment Officer and a Director of
the Adviser. In addition to Mr. and Mrs. Clemente, the Adviser's Directors are
Salvador Diaz-Verson, Jr., President of Diaz-Verson Capital Investments, Inc.,
an investment advisory firm located in Columbus, Georgia; Robert J. Christian,
Chief Investment Officer, Wilmington Trust Company, a bank and trust company;
Irving L. Gartenberg, Esq., general counsel to the Adviser; and Thomas J.
Prapas, Managing Director and Chief Economist for the Adviser. Mrs. Clemente
owns approximately 60% of the outstanding Common Stock of the Adviser;
Wilmington Trust Company, 1100 North Market Street, Wilmington, Delaware 19890,
owns 24.9% of the outstanding Common Stock. The address for Mr. and Mrs.
Clemente and Mr. Prapas is 152 West 57th Street, New York, New York 10019. The
address for Mr. Diaz-Verson is 1200 Brookstone Centre Parkway, Suite 105,
Columbus, Georgia 31904; the address for Mr. Christian is 1100 North Market
Street, Wilmington, Delaware 19890; and the address for Mr. Gartenberg is 122
East 42nd Street, 46th Floor, New York, New York 10017.

THE PHILIPPINE ADVISER

The Philippine Adviser was organized in November 1988 under the laws of
Hong Kong and has its principal offices at 110-116 Queen's Road, Central Hong
Kong. The Philippine Adviser is a wholly-owned subsidiary of PNB International
Finance Limited, a wholly-owned subsidiary of PNB. PNB, the largest bank

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in the Philippines, is 46% owned by the Philippine Government. However, under
the Articles of Incorporation of PNB, an eleven member, shareholder elected
board of directors directs the affairs and business of PNB, manages and
preserves its properties and assets, and exercises its corporate powers. The
remaining 54% of PNB is owned by various individuals, none of whom to the
knowledge of the Fund own 5% or more of PNB's outstanding securities. PNB serves
as trustee of certain of the Fund's Philippine securities pursuant to a Trust
Agreement between PNB and the Fund dated November 7, 1989.

Peter Favila, Chairman of the Board of Directors of the Fund, is President
of PNB and Chairman and a Director of the Philippine Adviser. Valentin A.
Araneta, Executive Vice President and Managing Director of the Fund, is Managing
Director and a Director of the Philippine Adviser and Senior Executive Vice
President of PNB. In addition to Messrs. Favila and Araneta, the Philippine
Adviser's Directors are Inocencio Deza and Francisco Magsajo, Jr. The address of
Messrs. Favila, Araneta, Deza and Magsajo is PNB Financial Building, Roxas
Boulevard, Pasay City, Metro Manila, Philippines.

THE ADMINISTRATOR

PFPC Inc., the Fund's administrator, has its principal office at 103
Bellevue Parkway, Wilmington, Delaware 19809.

MISCELLANEOUS

As of the date of this Proxy Statement, management does not know of any
other matters that will come before the meeting. In the event that any other
matter properly comes before the meeting, the persons named in the enclosed form
of proxy intend to vote all proxies in accordance with their best judgment on
such matters.

All shares represented by proxies sent to the Fund to be voted at the
Annual Meeting will be voted if received prior to the Meeting. Votes shall be
tabulated by the Fund's Transfer Agent. A quorum is constituted by the presence
in person or by proxy of the holders of more than 50% of the outstanding shares
of the Fund entitled to vote at the Meeting. Only proxies that are voted will be
counted towards establishing a quorum. Broker non-votes are not considered voted
for this purpose. Shareholders should note that while votes to abstain will
count toward establishing a quorum, passage of any proposal being considered at
the Meeting will occur only if a sufficient number of votes are cast for the
proposal. Accordingly, votes to abstain and votes against will have the same
effect in determining whether the proposal is approved. A plurality of all votes
cast at the Meeting is sufficient to approve Proposals 1 and 2.

In the event that sufficient votes in favor of any proposal set forth in
the Notice of this Meeting are not received by October 30, 1997, the persons
named in the enclosed form of proxy may propose one or more adjournments of the
Meeting to permit further solicitation of proxies. Any such adjournments will
require the affirmative vote of the holders of a majority of the shares present
in person or by proxy at the session of the Meeting to be adjourned. The persons
named in the enclosed form of proxy will vote in favor of such adjournment those
proxies which they are entitled to vote in favor of the proposal for which
further solicitation of proxies is made. They will vote against any such
adjournments those proxies required to be voted against such proposal. The costs
of any such additional solicitation and of any adjourned session will be borne
by the Fund.

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1998 ANNUAL MEETING

Stockholder proposals meeting tests contained in the proxy rules adopted by
the Securities and Exchange Commission may, under certain conditions, be
included in the Fund's proxy material for an annual meeting of stockholders.
Pursuant to these rules, proposals of stockholders intended to be presented at
the Fund's 1998 Annual Meeting of Stockholders must be received by the Fund on
or before May 1, 1998 to be considered for inclusion in the Fund's Proxy
Statement and form of proxy relating to that Annual Meeting. Receipt by the Fund
of a stockholder proposal in a timely manner does not insure the inclusion of
such proposal in the Fund's proxy material.

By Order of the Board of Directors,
WILLIAM H. BOHNETT
Secretary

Dated: September 5, 1997

PLEASE SIGN, DATE AND MAIL THE ENCLOSED PROXY CARD NOW

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THE FIRST PHILIPPINE FUND INC.

P R O X Y

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS -- OCTOBER 30, 1997

The undersigned hereby appoint(s) Leopoldo M. Clemente, Jr. and William H.
Bohnett, and each of them, the proxies of the undersigned, with power of
substitution to each of them to vote all shares of The First Philippine Fund
Inc. which the undersigned is entitled to vote at the Annual Meeting of
Stockholders of The First Philippine Fund Inc. to be held at the offices of
Clemente Capital, Inc., 152 West 57th Street, New York, New York 10019 on
Thursday, October 30, 1997 at 9:30 A.M., New York time, and at any adjournments
thereof.

UNLESS OTHERWISE SPECIFIED IN THE SPACES PROVIDED,
THE UNDERSIGNED'S VOTE WILL BE CAST FOR ITEMS (1) AND (2).

(CONTINUED, AND TO BE SIGNED AND DATED, ON THE REVERSE SIDE)

-----------
SEE REVERSE
SIDE
-----------
13
VOTES MUST BE
[ X ] INDICATED (X) IN
BLACK OR BLUE INK.

1. Election of Directors

WITHHOLD
FOR AUTHORITY NOMINEES: Adrian C. Cassidy, M.A.T. Caparas,
Stephen J. Solarz
[ ] [ ]

(INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name on the space provided below).

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

FOR AGAINST ABSTAIN
2. Ratification of selection of Price
Waterhouse LLP as independent [ ] [ ] [ ]
accountants:

3. In their discretion on any other business
which may properly come before the [ ] [ ] [ ]
meeting or any adjournments thereof.

PLEASE SIGN AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.
NO POSTAGE IS REQUIRED.

_______________________________________________________ DATE ____________, 1997
SIGNATURE OF STOCKHOLDER

_______________________________________________________ DATE ____________, 1997
SIGNATURE OF JOINT OWNER, IF ANY

NOTE: Please sign exactly as your name or names appear above. When signing as
attorney, executor, administrator, trustee or guardian, please give your
full title as such.