SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14a INFORMATION

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

Filed by the registrant [X] [ ] Confidential, for Use of the
Filed by a party other than the registrant Commission Only (as permitted by Rule
[ ] 14a-(e)(2))
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

Black Hawk Gaming & Development Co. Inc.
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(Name of Registrant as Specified in Its Charter)

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(Name of Person(s) Filing Proxy Statement)

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:

- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:

- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rules 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:

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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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2
BLACK HAWK GAMING & DEVELOPMENT COMPANY, INC.
240 MAIN STREET
BLACK HAWK, COLORADO 80422
(303) 582-1117

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
JUNE 11, 1999

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To the Shareholders of Black Hawk Gaming & Development Company, Inc.:

DATE: June 11, 1999
TIME: 9:00 a.m.
PLACE: The Lodge Casino
240 Main Street
Black Hawk, Colorado

MATTERS TO BE VOTED ON:

1. Election of two directors;

2. Ratification of Deloitte & Touche LLP as our independent auditors
for 1999; and

3. Any other matters properly brought before shareholders at our
meeting.

You are cordially invited to attend the meeting in person. To ensure
that you are represented at the meeting, please fill in, sign and return the
enclosed proxy card as promptly as possible. Your early attention to the proxy
statement will be greatly appreciated because it will reduce the cost we incur
in obtaining your voting instructions.

By Order of the Board of Directors

/s/ Stanley Politano
Stanley Politano, Secretary
May 12, 1999

CONTENTS

PAGE
----

General Information About Voting....................................................................... 1

Stock Ownership........................................................................................ 3

Proposal No. 1 Election of Directors................................................................... 5

Proposal No. 2 Appointment of Independent Directors.................................................... 12

Other Matters.......................................................................................... 12

Shareholder Proposals.................................................................................. 13

BLACK HAWK GAMING & DEVELOPMENT COMPANY, INC.
240 MAIN STREET
BLACK HAWK, COLORADO 80422

PROXY STATEMENT

JUNE 11, 1999 ANNUAL MEETING OF SHAREHOLDERS

This Proxy Statement is furnished to you in connection with the
solicitation of proxies by the Board of Directors of the Company for use at our
1999 annual meeting. This Proxy Statement and the enclosed proxy card were sent
to shareholders on or about May 12, 1999.

The following matters will be acted on at our annual meeting:

1. Election of two Directors to serve three year terms;

2. Ratification of the appointment of Deloitte & Touche LLP as
our independent auditors for 1999; and

3. Any other business as may properly come before our meeting.

GENERAL INFORMATION ABOUT VOTING

Who can vote?

You can vote your shares of common stock if our records show that you
owned the shares on April 21, 1999. A total of 4,087,346 shares of common stock
can vote at the annual meeting. You get one vote for each share of common stock.
The enclosed proxy card shows the number of shares you can vote.

How do I vote by proxy?

Follow the instructions on the enclosed proxy card to vote on each
proposal to be considered at the annual meeting. Sign and date the proxy card
and mail it back to us in the enclosed envelope. The proxyholders named on the
proxy card will vote your shares as you instruct. If you sign and return the
proxy card but do not vote on a proposal, the proxyholders will vote for you on
that proposal. Unless you instruct otherwise, the proxyholders will vote for
each of the two director nominees and for the other proposal to be considered at
the meeting.

What if other matters come up at the annual meeting?

The matters described in this proxy statement are the only matters we
know will be voted on at the annual meeting. If other matters are properly
presented at the meeting, the proxyholders will vote your shares as they see
fit.

Can I change my vote after I return my proxy card?

Yes. At any time before the vote on a proposal, you can change your
vote either by giving the Company's secretary a written notice revoking your
proxy card or by signing, dating, and returning to us a new proxy card. We will
honor the proxy card with the latest date.

Can I vote in person at the annual meeting rather than by completing the proxy
card?

Although we encourage you to complete and return the proxy card to
ensure that your vote is counted, you can attend the annual meeting and vote
your shares in person.

What do I do if my shares are held in "street name"?

If your shares are held in the name of your broker, a bank, or other
nominee, that party should give you instructions for voting your shares.

How are votes counted?

We will hold the annual meeting if holders of a majority of the shares
of common stock entitled to vote either sign and return their proxy cards or
attend the meeting. If you sign and return your proxy card, your shares will be
counted to determine whether we have a quorum even if you abstain or fail to
vote on any of the proposals listed on the proxy card. Election of the nominees
as Directors and approval of the appointment of independent auditors will
require the affirmative vote of a majority of the shares represented at the
meeting.

If your shares are held in the name of a nominee, and you do not tell
the nominee by June 1, 1999 how to vote your shares (so-called "broker
nonvotes"), the nominee can vote them as it sees fit only on matters that self
regulatory organizations determine to be routine, and not on any other proposal.
Broker nonvotes will be counted as present to determine if a quorum exists but
will not be counted as present and entitled to vote on any nonroutine proposal.

Who pays for this proxy solicitation?

We do. In addition to sending you these materials, some of our
employees may contact you by telephone, by mail, or in person. None of these
employees will receive any extra compensation for doing this.

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STOCK OWNERSHIP

The following table shows the number of shares of common stock
beneficially owned as of April 21, 1999 by:

o each person who we know beneficially owns more than 5% of the
common stock;

o each director;

o each executive officer named in Executive Compensation; and

o the directors and executive officers as a group.

Percentage of
Common Stock
Beneficially Owned Beneficially Owned(3)
------------------------------------ ---------------------
Name Shares Options(1)
---- ------ ----------

Jeffrey P. Jacobs 1,333,333(2) 46,667 33.7
Diversified Opportunities Group Ltd.
c/o Jacobs Entertainment Ltd.
425 Lakeside Avenue
Cleveland, Ohio 44114

Stephen R. Roark 28,571 130,833 3.8
240 Main Street
Black Hawk, Colorado 80422

Antone R. Cook 3,500 24,200 *
240 Main Street
Black Hawk, Colorado 80422

Stanley Politano 619 58,333 1.4
240 Main Street
Black Hawk, Colorado 80422

Frank B. Day 440,966 50,833 12.0
248 Centennial Parkway, Suite 100
Louisville, Colorado 80302

J. Patrick McDuff 785 12,167 *
1375 Walnut
Boulder, Colorado 80302

Robert H. Hughes 776 10,000 *
Diversified Opportunities Group Ltd.
c/o Jacobs Entertainment Ltd.
425 Lakeside Avenue
Cleveland, Ohio 44114

Timothy Knudsen 373 -- --
213 Vista Circle
North Olmstead, Ohio 44070

Robert D. Greenlee 483,113 12.0
2060 Broadway, Suite 400
Boulder, Colorado 80302

Officers and Directors as 1,808,923 333,033 50.9
a group (six persons)

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*less than 1%

(1) Represents shares underlying options which are exercisable within 60
days.
(2) These shares are held by Diversified Opportunities Group, Ltd., an
affiliate of Mr. Jacobs, and are therefore deemed beneficially owned by
him.
(3) All percentages are computed in accordance with Rule 13d-3 adopted
under the Securities Exchange Act of 1934.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE.

Based on a review of the record, we believe that all reports on Forms 3
and 4 have been timely filed by our officers and directors.

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PROPOSAL NO. 1

ELECTION OF DIRECTORS

At our 1998 annual meeting, shareholders approved a proposal to stagger
the election of members to our Board of Directors so that:

o two directors were elected for terms expiring at our 1999
annual meeting;

o two directors were elected for terms expiring at our 2000
annual meeting; and

o three directors were elected for a term expiring at our 2001
annual meeting.

The terms of Messrs. McDuff and Knudsen expire at this annual meeting
and we propose that they be elected to three year terms expiring at our annual
meeting in 2002.

YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF MESSRS.
MCDUFF AND KNUDSEN. PROXIES SOLICITED BY YOUR BOARD OF DIRECTORS WILL BE VOTED
FOR THEM UNLESS INSTRUCTIONS ARE GIVEN TO THE CONTRARY.

The following sets forth certain information with respect to both of
these nominees, and our other directors and executive officers.

Name Age Position(s) Held
---- --- ----------------

Jeffrey P. Jacobs 45 Chairman of the Board and Chief Executive Officer

Stephen R. Roark 51 President, Chief Financial Officer and a Director

Antone R. Cook 55 Vice President of Gaming Operations

Stanley Politano 49 Vice President, Secretary and Treasurer

Frank B. Day 65 Vice President and a Director

J. Patrick McDuff 50 A Director and Nominee

Robert H. Hughes 58 A Director

Timothy Knudsen 45 A Director and Nominee

JEFFREY P. JACOBS, from 1995 to present, served as Chairman and Chief
Executive Officer of Jacobs Entertainment, Inc., a company based in Cleveland,
Ohio that has investments in gaming companies and ventures, including the
Company and Colonial Downs Holdings, Inc., which operates a horse-racing track
and satellite wagering facilities. From 1975

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to present, he has also served as President and Chief Executive Officer of
Jacobs Investments, Inc., a company engaged in the development, construction and
operation of residential and commercial real estate and entertainment projects
in Ohio. Mr. Jacobs also served in the Ohio House of Representatives from 1982
until 1986. He is also Chairman and Chief Executive Officer of Colonial Downs
Holdings, Inc. which is a reporting company under the Securities Exchange Act of
1934. Mr. Jacobs became our Chief Executive Officer and Co-Chairman on November
12, 1996 and became our Chairman on December 31, 1997.

STEPHEN R. ROARK, has been employed as our Chief Financial Officer
since August 1993. Mr. Roark became a director of the Company in 1994. He was
elected our President in July 1995. Prior to that time he was an independent
consultant in the Denver area rendering financial and accounting assistance to
companies in the public marketplace. Mr. Roark has 20 years accounting
experience having served as a partner with a large local accounting firm and as
a partner with a national accounting firm. Mr. Roark was with Hanifen, Imhoff
and Prudential Securities, Inc. for three years and is a member of the American
Institute of Certified Public Accountants and the Colorado Society of Certified
Public Accountants. Mr. Roark obtained his B.S.B.A. in Accounting from the
University of Denver in 1973.

ANTONE R. COOK, has been employed by us as Vice President of Gaming
Operations since April 25, 1998 and supervises overall gaming operations at the
Gilpin Hotel Casino and The Lodge Casino. From February 1, 1996 until April 25,
1998 he was General Manager of the Gilpin Hotel Casino. He was Casino Manager of
Binions Horseshoe Hotel & Casino from November 1994 until January 31, 1996. For
the 30 years prior thereto, he was associated with several casinos and gaming
ventures, primarily in Las Vegas, Nevada and held many staff, supervisory and
management positions. Mr. Cook holds gaming licenses in Colorado, South Dakota
and Nevada.

STANLEY POLITANO, has been Vice President of the Company since August
1994. He was appointed our Secretary and Treasurer in April 1998. He received
his B.S. degree in Business, majoring in finance, from the University of
Colorado in 1972. He has 22 years of experience in the securities industry,
working in both retail and wholesale capacities. He has worked for Rauscher
Pierce Securities Corporation and Prudential-Bache Securities, Inc. and was a
vice president with E.F. Hutton & Company, Inc. and Hanifen Imhoff Securities
Corporation. He has served as Treasurer for Mission Corps International, a
non-profit organization.

FRANK B. DAY, Chairman of the Board, Chief Executive Officer and
President of Rock Bottom Restaurants, Inc., a publicly traded company, has been
employed since January 1980 as President of Concept Restaurants, Inc., and
Managing General Partner of the Hotel Boulderado in Boulder, Colorado since
August 1982. Concept Restaurants, Inc. owns or operates twelve full service
restaurants in Colorado front range communities. From 1959 to present, Mr. Day
has owned and operated food service and hospitality facilities in Illinois,
Michigan, Wisconsin, and Colorado. He attended Harvard University from 1950 to
1956 and received B.A. and M.B.A. degrees. Mr. Day is also an active real estate
investor and is active in many civic and nonprofit organizations, having served
as a director of the Boulder Chamber

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of Commerce (September 1988 to September 1991) and Downtown Boulder, Inc. (from
June 1987 to June 1990). Mr. Day has been one of our directors since 1992.

J. PATRICK MCDUFF, has been the Northern Region President for Vectra
Bank Colorado since October 1996. Prior to assuming those duties he was
President, Chief Executive Officer and director of one of Vectra's subsidiary
banks from July 1987 through October 1996. From 1972 through July 1987, Mr.
McDuff worked for IntraWest Bank of Boulder, ending his employment as Senior
Vice President and Senior Loan Officer. He attended the University of Arkansas
from 1966 to 1972 and received a B.S.B.A. degree in Finance and Commercial
Banking. Mr. McDuff is also active in many civic and non-profit organizations,
having served as a director of Boulder Center Y.M.C.A. (from January 1987 to
December 1992), Boulder Valley Rotary Club (from April 1985 to June 1988) and
Longs Peak Council of the Boy Scouts of America (from January 1991 to March
1993). Mr. McDuff's employer, Vectra Bank Colorado, is a wholly owned subsidiary
of Zions Bancorporation, a reporting company under the Securities Exchange Act
of 1934. Mr. McDuff became one of our directors in 1994.

ROBERT H. HUGHES, has served as Chief Financial Officer of Jacobs
Investments, Inc. since 1993. Mr. Hughes was a partner in charge of the audit
department of the Cleveland office of the accounting firm of Deloitte & Touche
LLP until his retirement in 1991. Mr. Hughes is a certified public accountant.
Mr. Hughes serves as a member of the Board of Directors of Colonial Downs
Holdings, Inc., a reporting company under the Securities Exchange Act of 1934.
Mr. Hughes has been one of our directors since November 12, 1996.

TIMOTHY KNUDSEN, has been associated with Knudsen, Gardner & Howe, a
Cleveland, Ohio based marketing communications agency for 21 years. He was
elected President of the agency in 1984. Mr. Knudsen holds a B.S. degree in
Marketing from Dyke Business College and has studied toward an advanced degree
at Cleveland State University. Mr. Knudsen was elected as one of our directors
in February 1998.

Our Board of Directors has two committees. The following chart
describes the function and membership of each committee and the number of times
it met with respect to fiscal 1998:

AUDIT COMMITTEE--1 MEETING

Function Members
-------- -------

o Review internal financial information Robert H. Hughes
o Review the results of audits with the J. Patrick McDuff
independent auditors

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COMPENSATION COMMITTEE--3 MEETINGS

Function Members
-------- -------

o Review and approve compensation Frank B. Day
and benefit programs Timothy Knudsen
o Approve compensation of senior executives
o Administer Stock Option Plan

The Board of Directors had 6 meetings during 1998. Each director
attended all of the meetings of the Board (except Mr. Day who missed two
meetings) and of each committee that he belongs to.

All directors except Messrs. Jacobs and Roark receive $1,000 and $500
per Board and Committee meeting attended, respectively. Effective January 1,
1997, one-half of this compensation has been paid in the form of restricted
common stock of the Company valued at the market price on the meeting date and
one-half in cash.

There are no family relationships between or among any directors or
executive officers and, except as set forth in the above resumes, none serve as
a director of any company required to file reports under the Securities Exchange
Act of 1934 or which is registered under the Investment Company Act of 1940.

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EXECUTIVE COMPENSATION.

Neither member of the Compensation Committee is or has been an officer
or employee nor do they serve on the compensation committee of any company
related to or affiliated with us. The following table sets forth information
regarding the compensation paid by us for services rendered in all capacities
during 1996, 1997 and 1998 with respect to (i) the Chief Executive Officer, and
(ii) the other named executive officer of the Company whose total annual
compensation for 1998 exceeded $100,000:

SUMMARY COMPENSATION TABLE

Annual Compensation Long-Term Compensation
-------------------------------------------------------------------------------
Awards Payouts
---------------------------------------
Other Restricted
Annual Stock Securities
Name of Compen- Award(s) Underlying All Other
Officer/Director Year Salary Bonus sation Payouts Options/SARs LTIP Compensation
- ---------------- ---- ------ ----- ------- ---------- ------------ ---- ------------

Jeffrey P. Jacobs 1996 $ 12,500(1) -- -- -- 60,000(2) -- --
Chief Executive Officer
1997 150,000 -- -- -- -- -- --

1998 200,000 $ 50,000

Stephen R. Roark 1996 125,000 -- -- -- 35,000 -- $ 6,500
President
1997 130,000 -- -- -- 15,000 -- --

1998 138,000 35,000 -- -- -- -- --

Antone R. Cook(3) 1998 175,000 35,000 -- -- -- -- --
Vice President

Stanley Politano 1998 102,000 15,000 -- -- -- -- --
Vice President

(1) One month's compensation.
(2) Does not include options to purchase 85,000 shares which were granted
to certain designees of Mr. Jacobs who disclaims beneficial ownership
in both the options and underlying shares.

(3) Mr. Cook was promoted to Vice President of Gaming Operations on April
24, 1998 when we acquired the other one-half interest in the Gilpin
Hotel Casino. Prior thereto he was employed by the Gilpin Hotel Venture
as General Manager.

STOCK OPTIONS.

We have two stock option plans. There were no grants of options during
1998 to any Executive Officer under either plan.

No options were exercised by any Executive Officer during 1998. The
following table provides information regarding unexercised stock options held by
our Executive Officers as of February 1, 1999.

Number of
Securities Value of
Underlying Unexercised
Unexercised in-the-Money
Options/SARs Options/SARs
Name At Fiscal Year End At Fiscal Year End
---- ------------------ ------------------

Jeffrey P. Jacobs 46,667/23,333 $ 104,767/52,382
Stephen R. Roark 130,833/21,667 292,820/46,842
Antone R. Cook 24,200/47,100 53,728/37,189
Stanley Politano 58,333/11,667 130,357/24,992

CERTAIN TRANSACTIONS WITH OUR AFFILIATES.

In March 1997, and in February 1998, Mr. Jacobs posted a personal
letter of credit in the approximate amount of $1,200,000, in favor of the City
of Black Hawk. The letter of credit was required by the City to guarantee
performance of certain improvements related to The Lodge Casino's Subdivision
Improvement Agreement with the City. The Lodge Casino agreed to pay all
out-of-pocket transaction costs incurred by Mr. Jacobs and a facility fee of
one-quarter of one percent of the amount guaranteed. In 1998, we reimbursed Mr.
Jacobs $9,372, which represented the fee charged by his individual bank issuing
the letter of credit.

Black Hawk/Jacobs Entertainment LLC is owned 75% by us and 25% by
affiliates of Mr. Jacobs. The LLC owns The Lodge Casino. We agreed to share a
management fee. During the year ended December 31, 1998, an affiliate of Mr.
Jacobs received $556,885 in management fees which covered the period from
commencement of gaming activities at The Lodge Casino (June 24, 1998) through
year's end.

Mr. Jacobs and other of his affiliates receive an annual credit
enhancement fee of 2% for personally guaranteeing the LLC's $40 million credit
facility. Fees of $36,625 were charged by Mr. Jacobs' affiliates in 1997 in this
regard, of which $18,312 was paid in the first quarter of 1998 with the balance
to be paid over a two year period. Fees of $546,487 were charged by them for the
year ended December 31, 1998 for the continuing guarantees.

In order to assist us in our efforts to research, develop, perform due
diligence and possibly acquire new gaming opportunities, we entered into a one
year agreement with Premier One Development Company, Inc. effective October 1,
1997. Premier is an affiliate of Mr. Jacobs and it employs several people to
perform these services. We paid or accrued $225,000 for these services during
calendar 1998. This agreement was renewed on October 1, 1998 through March 31,
1999 and required a payment by us of $112,500. It is anticipated that this
agreement will be renewed for an additional six month period.

The agreements described above were negotiated at arm's length between
the Company and Mr. Jacobs and his affiliates and other officers and directors
and are deemed by management of the Company to be fair and in the best interests
of the Company and its shareholders.

PROPOSAL NO. 2

APPOINTMENT OF INDEPENDENT AUDITORS

We have engaged the firm of Deloitte & Touche LLP as independent
auditors to audit and report to our shareholders on our financial statements for
the years 1991 through 1998. During all eight years, there were no disagreements
with Deloitte & Touche LLP on any matter of accounting principle or practice,
financial statement disclosure, or auditing scope or procedure, which, if not
resolved to the satisfaction of Deloitte & Touche LLP, would have caused them to
make a reference to the subject matter of the disagreement in connection with
its reports. Representatives of the firm are expected to be present at the
annual meeting and will have the opportunity make a statement if they desire to
do so and will be available to respond to appropriate questions. Although your
approval of the engagement of independent auditors is not required by law, we
desire to solicit your reaction. If the appointment of Deloitte & Touche LLP is
not approved by a majority of the shares represented at the meeting, we will
consider the appointment of other independent auditors for 1999. Moreover, if
satisfactory arrangements as to the timing and costs of the 1999 audit cannot be
made, we reserve the right to engage another accounting firm.

WE RECOMMEND A VOTE FOR THE APPROVAL OF THE APPOINTMENT OF DELOITTE &
TOUCHE LLP AS OUR INDEPENDENT AUDITORS FOR THE YEAR 1999 SUBJECT TO THE
DISCUSSION ABOVE. PROXIES GIVEN TO US WILL BE VOTED FOR THIS PROPOSAL UNLESS A
VOTE AGAINST THIS PROPOSAL OR ABSTENTION IS SPECIFICALLY INDICATED.

OTHER MATTERS

At the date of mailing of this proxy statement, we are not aware of any
business to be presented at the annual meeting other than the proposals
discussed above. If other proposals are properly brought before the meeting, any
proxies returned to us will be voted as the proxyholders see fit.

You can obtain a copy of our Annual Report on Form 10-K for the year
ended December 31, 1998 at no charge by writing to us at 240 Main Street, Post
Office Box 20, Black Hawk, Colorado 80422, Attention: Shareholder Relations.

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SHAREHOLDER PROPOSALS

To be considered for inclusion in the Company's Proxy Statement for the
2000 annual meeting, proposals of shareholders must be received by the Company
no later than January 10, 2000. Such proposals should be directed to the
Secretary of the Company.

By Order of the
Board of Directors

By /s/ Stanley Politano
--------------------------------------
Stanley Politano, Secretary

Black Hawk, Colorado
May 11, 1999

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PROXY PROXY

BLACK HAWK GAMING & DEVELOPMENT COMPANY, INC.
240 Main Street
Black Hawk, Colorado 80422

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned shareholder of Black Hawk Gaming & Development Company,
Inc. acknowledges receipt of the notice of the annual meeting of shareholders,
to be held Friday, June 11, 1999, at 9:00 a.m., at The Lodge Casino at Black
Hawk, 240 Main Street, Black Hawk, Colorado and hereby appoints Jeffrey P.
Jacobs and Stephen R. Roark, or either of them, each with the power of
substitution, as attorneys and proxies to vote all the shares of the undersigned
at the annual meeting and at all adjournments thereof, hereby ratifying and
confirming all that the attorneys and proxies may do or cause to be done by
virtue hereof. The above-named attorneys and proxies are instructed to vote all
of the undersigned's shares as follows:

1. Election of Two Directors.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

[ ] J. Patrick McDuff [ ] Timothy Knudsen

(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, MARK THE BOX NEXT TO THAT NOMINEE'S NAME.)

2. Ratification of the appointment of Deloitte & Touche LLP as
independent auditors for 1999, subject to the discussion set forth
in the Proxy Statement.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. Transaction of such other business as may properly come before the
meeting.

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 LISTED ABOVE IN PROPOSAL 1 AND FOR PROPOSAL 2.

DATED: 1999 -----------------------------------
------------------- SIGNATURE

-----------------------------------
SIGNATURE IF HELD JOINTLY

Please sign your name exactly as it
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.

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY. NOTE: SECURITIES
DEALERS PLEASE STATE THE NUMBER OF SHARES VOTED BY THIS
PROXY:
-----------------------------