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SCHEDULE 14A
(RULE 14a)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[X] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12

CLEVELAND INDIANS BASEBALL COMPANY, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

NOT APPLICABLE
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE 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)(1) and 0-11.

(1) Title of each class of securities to which transaction applies: Not
Applicable

(2) Aggregate number of securities to which transaction applies: Not
Applicable

(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): Not
Applicable

(4) Proposed maximum aggregate value of transaction: Not Applicable

(5) Total fee paid: Not Applicable

[ ] 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: Not Applicable

(2) Form, Schedule or Registration Statement No.: Not Applicable

(3) Filing Party: Cleveland Indians Baseball Company, Inc.

(4) Date Filed: Not Applicable

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2

CLEVELAND INDIANS BASEBALL COMPANY, INC.

NOTICE OF 1999 ANNUAL MEETING OF SHAREHOLDERS

Notice is hereby given that the Annual Meeting of Shareholders of Cleveland
Indians Baseball Company, Inc., an Ohio corporation, will be held at Jacobs
Field, 2401 Ontario Street, Cleveland, Ohio 44115 on Wednesday, June 2, 1999, at
12:00 noon, local time, for the following purposes:

1. To elect six directors;

2. To consider a proposal to amend our Amended and Restated Articles of
Incorporation as described in the accompanying Proxy Statement; and

3. To transact such other business as may properly come before the meeting.

Only shareholders of record at the close of business on April 5, 1999 are
entitled to notice of and to vote at the meeting or any adjournment thereof.

SHAREHOLDERS ARE URGED TO COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND
RETURN IT IN THE ENCLOSED ENVELOPE, WHETHER OR NOT YOU PLAN TO ATTEND THE
MEETING.

IF YOU PLAN TO ATTEND:

ATTENDANCE AT THE MEETING IS LIMITED TO SHAREHOLDERS OF THE COMPANY. YOU
WILL NEED AN ADMISSION TICKET TO ENTER THE MEETING. AN ADMISSION TICKET IS
INCLUDED WITH THIS PROXY STATEMENT. IF YOU PLAN TO ATTEND THE MEETING IN PERSON,
PLEASE RETAIN THE ADMISSION TICKET AND BRING IT WITH YOU TO THE MEETING.
REGISTRATION AND SEATING WILL BEGIN AT 11:00 A.M. SHAREHOLDERS MAY BE ASKED TO
PRESENT VALID PICTURE IDENTIFICATION, SUCH AS A DRIVER'S LICENSE OR PASSPORT.
SHAREHOLDERS HOLDING SHARES IN BROKERAGE ACCOUNTS ("STREET NAME" HOLDERS) WILL
NEED TO BRING A COPY OF A BROKERAGE STATEMENT REFLECTING SHARE OWNERSHIP AS OF
THE RECORD DATE. PARKING IS AVAILABLE AT LOCAL GARAGES; FEES FOR PARKING
TYPICALLY RANGE FROM $5.00 TO $10.00. CAMERAS, RECORDING DEVICES AND OTHER
ELECTRONIC DEVICES WILL NOT BE PERMITTED AT THE MEETING.

By Order of the Board of Directors,

DAVID W. PANCOAST
Secretary
April , 1999

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CLEVELAND INDIANS BASEBALL COMPANY, INC.

2401 ONTARIO STREET
CLEVELAND, OHIO

PROXY STATEMENT

These proxy materials are furnished in connection with the solicitation by
the Board of Directors of Cleveland Indians Baseball Company, Inc. of proxies to
be voted at our 1999 Annual Meeting of Shareholders. Our annual meeting will be
held on Wednesday, June 2, 1999, beginning at 12:00 noon, local time, at Jacobs
Field, 2401 Ontario Street (on the corner of Carnegie Street and Ontario
Street), Cleveland, Ohio, 44115 and at any postponements or adjournments
thereof. If you plan to attend the meeting in person, please enter Jacobs Field
through Gate A. This proxy statement and the accompanying notice and proxy,
together with our 1998 Annual Report are first being sent to shareholders by
mail on or about April 19, 1999.

ABOUT THE MEETING

WHAT IS THE PURPOSE OF THE ANNUAL MEETING?

At our annual meeting, shareholders will act upon the matters outlined in
the accompanying notice of meeting, including the election of directors and an
amendment to our Amended and Restated Articles of Incorporation (the
"Articles"). Following the formal business portion of the meeting, our
management will report on our performance during year 1998 and respond to
questions from shareholders.

WHO IS ENTITLED TO VOTE?

If you owned shares as of the close of business on April 5, 1999 (the
record date), you are entitled to notice of the meeting and to vote. You will be
entitled to one vote per share for each Class A Common Share that you owned on
the record date on each matter to be voted upon.

DO I NEED TO ATTEND THE ANNUAL MEETING IN ORDER TO VOTE?

No. You can vote either (i) by completing and mailing the enclosed proxy
card or (ii) in person by ballot at the annual meeting.

WHO CAN ATTEND THE MEETING?

All shareholders as of the record date, or their duly appointed proxies,
may attend the meeting. You will need an admission ticket to enter the meeting.
An admission ticket is included with this proxy statement. If you plan to attend
the meeting in person, please retain the admission ticket and bring it with you
to the meeting. Registration and seating will begin at 11:00 a.m. Shareholders
may be asked to present valid picture identification, such as a driver's license
or passport. Cameras, recording devices and other electronic devices will not be
permitted at the meeting.

Please note that if you hold your shares in "street name" (that is, through
a broker or other nominee), you will need to bring a copy of a brokerage
statement reflecting your share ownership as of the record date and present it
upon registration at the meeting.

Parking is available at local garages; fees for parking typically range
from $5.00 to $10.00.

HOW MANY SHARES OF THE CLEVELAND INDIANS BASEBALL COMPANY'S STOCK ARE ENTITLED
TO VOTE?

As of the record date, there were 4,139,376 Class A Common Shares and
2,283,957 Class B Common Shares outstanding and entitled to vote at the annual
meeting. Class B Common Shares are entitled to 10,000 votes per share, and Class
A Common Shares are entitled to one vote per share. Accordingly, there were a
total of 22,843,709,376 votes represented by shares entitled to vote as of the
record date. As a general rule, the Class A Common Shares and Class B Common
Shares vote together as a group. However, Proposal One to amend our

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Articles also requires the separate affirmative vote of a majority of the
holders of Class A Common Shares, excluding the vote of any holder of Class A
Common Shares who is also a holder of Class B Common Shares, or an affiliate of
any holder of Class B Common Shares. As of the record date, Richard E. Jacobs,
as trustee of certain family trusts, and Martin J. Cleary were the only record
holders of Class B Common Shares.

WHAT IS A QUORUM?

"Quorum" refers to the number of shares that must be in attendance at the
meeting to lawfully conduct business. The presence at the meeting, in person or
by proxy, of the holders of a number of shares representing a majority of the
outstanding voting power on the record date will represent a quorum. As a
result, shares representing 11,421,854,689 votes must be present at the annual
meeting to constitute a quorum. Proxies received but marked as abstentions or
broker non-votes will be included in the calculation of the number of shares
considered to be present at the meeting.

HOW DO I VOTE?

If you complete and properly sign the accompanying proxy card and return it
to us in the accompanying envelope, it will be voted as you direct. If you are a
registered shareholder and attend the meeting, you may deliver your completed
proxy card in person.

WHAT HAPPENS IF I SIGN AND RETURN MY PROXY CARD BUT DO NOT MARK MY VOTE?

The appointed proxies will vote your shares to elect the six nominees for
director and to adopt the amendment to the Articles.

CAN I CHANGE MY VOTE AFTER I RETURN MY PROXY CARD?

Yes. Even after you have submitted your proxy, you may change your vote at
any time before the proxy is exercised either by filing with our Secretary, Mr.
Pancoast, a notice of revocation or a duly executed proxy bearing a later date
or by giving us notice in open meeting.

WHAT ARE THE BOARD'S RECOMMENDATIONS?

The Board's recommendations are set forth together with the description of
each item in this proxy statement. In summary, the Board recommends that
shareholders vote:

- for election of the nominated slate of directors (see page 5); and

- for the amendment to our Articles (see page 13).

If any other matter is presented at the meeting, the proxy holders will
vote as recommended by the Board of Directors or, if no recommendation is given,
in accordance with his or her best judgment.

WHAT VOTE IS REQUIRED TO APPROVE EACH ITEM?

ELECTION OF DIRECTORS. Those director nominees who receive the greatest
number of votes will be elected directors. A properly executed proxy marked
"WITHHOLD AUTHORITY" with respect to the election of one or more directors will
not be voted either for or against the director or directors indicated, although
it will be counted for purposes of determining whether there is a quorum.

AMENDMENT TO THE ARTICLES. The amendment to our Articles to eliminate the
one-time exception to the so-called "tag-along rights" must be approved by both
of the following votes:

(i) the affirmative vote of a majority of the votes represented by
Class A and Class B Common Shares cast at the meeting, and

(ii) the affirmative vote of the holders of Class A Common Shares
entitling them to exercise a majority of the voting power of the
Class A Common Shares, excluding from such vote the vote of any

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holder of Class A Common Shares who is also a holder of Class B Common Shares or
an affiliate of any holder of Class B Common Shares.

Broker non-votes and abstaining votes have the same effect as votes against
Proposal One.

YOUR VOTE, AS A HOLDER OF CLASS A COMMON SHARES, IS EXTREMELY IMPORTANT FOR
THIS AMENDMENT TO BE ADOPTED. Your vote is important because although Richard
Jacobs (our President, Chief Executive Officer and the Chairman of the Board)
controls approximately 99.9% of our voting power, his control is largely through
his ownership, as trustee of certain family trusts, of high-vote Class B Common
Shares. Consequently, Mr. Jacobs' Class A Common Shares and the Class A Common
Shares held by the only other holder of Class B Common Shares, Mr. Cleary, will
NOT be counted for or against this proposal for purposes of the vote required
under (ii) above. This proposal will only pass if a majority of the holders of
Class A Common Shares, excluding Mr. Jacobs' and Mr. Cleary's shares, vote FOR
the amendment. For more details on the amendment and why our Board of Directors
recommends that you vote in favor of the amendment, please go to "Proposal One:
Proposed Amendment to our Articles to Eliminate the One-Time Exception to the
So-Called 'Tag-Along Rights'" on page 13 of this Proxy Statement.

WHO IS MAKING SOLICITATIONS PURSUANT TO THIS PROXY STATEMENT?

This solicitation of proxies is made by and on behalf of our Board of
Directors. We will bear the cost of the solicitation of proxies. We have
retained Corporate Investor Communications, Inc. at an estimated cost of $4,250,
plus reimbursement of expenses, to assist in the solicitation of proxies from
brokers, nominees, institutions and individuals. In addition to the solicitation
of proxies by mail, Corporate Investor Communications, Inc. and some of our
regular employees may solicit proxies by telephone or facsimile.

ELECTION OF DIRECTORS

DIRECTOR NOMINEES

The size of our Board of Directors is fixed at six members. At the annual
meeting, six directors will be elected to hold office until our next annual
meeting and until their successors are elected. The persons named as proxies
intend to vote for the election of the Board's six nominees. If any nominee
becomes unable to serve as a director before the annual meeting, the persons
named as proxies will vote for the substitute nominee designated by the Board.
All nominees currently serve as Board members.

If any shareholder gives written notice to our Secretary not less than 48
hours before the time fixed for holding the annual meeting, that the shareholder
desires that the voting for the election of directors be cumulative, and if an
announcement of the giving of the notice is made upon the convening of the
annual meeting by our Secretary or by or on behalf of the shareholder giving the
notice, each shareholder will have the right to cumulate the voting power that
shareholder possesses at the election and to give one candidate an amount of
votes equal to the number of directors to be elected multiplied by the number of
the shareholder's Class A Common Shares, or to distribute the shareholder's
votes on the same principle among two or more candidates, as the shareholder
sees fit.

If voting for the election of directors is cumulative, the persons named in
the enclosed proxy will vote the shares represented by proxies given to them in
a fashion so as to elect as many of the nominees as possible.

We have set forth below the Board's nominees to serve as our directors and
have also indicated certain important information regarding each nominee.

PERIOD OF SERVICE AS
NAME AND AGE PRINCIPAL OCCUPATION DIRECTOR
------------ ----------------------------------------------- --------------------

Richard E. Jacobs, 73 Chairman of the Board and Chief Executive 4/98 -- Present
Officer of The Richard E. Jacobs Group Inc.
(real estate management and development
company)

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PERIOD OF SERVICE AS
NAME AND AGE PRINCIPAL OCCUPATION DIRECTOR
------------ ----------------------------------------------- --------------------

Martin J. Cleary, 63 President and Chief Operating Officer of The 4/98 -- Present
Richard E. Jacobs Group Inc. (real estate
management and development company)
Robert W. Brown, M.D., 74 Retired; former President of The American 6/98 -- Present
League of Professional Baseball Clubs
Edward G. Ptaszek, Jr., 48 Partner, Baker & Hostetler LLP (law firm) 6/98 -- Present
William B. Summers, Jr., 48 Chairman and Chief Executive Officer of 6/98 -- Present
McDonald Investments Inc., a KeyCorp Company
(investment banking firm)
Raymond P. Park, 73 Chairman and Chief Executive Officer of Park 7/98 -- Present
Corporation (diversified private holding
company)

Mr. Jacobs has been Chairman of the Board, President and Chief Executive
Officer of the Company since its inception last year. From 1986 to 1998, Mr.
Jacobs was Chairman of the Board, President and Chief Executive Officer of
Cleveland Baseball Corporation, which previously served as the general partner
of the partnership which now owns the Cleveland Indians Baseball team. Mr.
Jacobs is also Chairman of the Board and Chief Executive Officer of The Richard
E. Jacobs Group Inc., a real estate management and development company ("The
Jacobs Group").

Mr. Cleary has been President and Chief Operating Officer of The Jacobs
Group since 1981. Mr. Cleary also serves as a director of Lamson & Sessions Co.

Dr. Brown has been retired since 1994. From 1984 to 1994, he served as
President of The American League of Professional Baseball Clubs.

Mr. Ptaszek, has been a partner with the law firm of Baker & Hostetler LLP,
Cleveland, Ohio since 1985. Baker & Hostetler LLP is our regular outside
counsel.

Mr. Summers has been Chairman and Chief Executive Officer of McDonald
Investments Inc., a KeyCorp Company since the beginning of 1999. He was
President of McDonald & Company Investments, Inc. from 1989 through 1998 and
Chief Executive Officer from 1994 through 1998. From 1994 through 1998 he was
Chairman and Chief Executive Officer of McDonald & Company Securities Inc. He
served as President of McDonald & Company Securities, Inc. from 1989 to 1995.

Mr. Park has been Chairman and Chief Executive Officer of Park Corporation
since 1998. From 1961 to 1998 he was President and Chief Executive Officer of
Park Corporation.

BOARD MEETINGS AND COMMITTEES

During the fiscal year ended December 31, 1998, our Board of Directors held
two meetings. Each of our directors attended all of our Board meetings, either
in person or by telephone.

The Audit Committee consists of Messrs. Cleary, Ptaszek and Summers. The
Audit Committee's principal functions include: (i) recommending a firm of
independent public accountants to serve as our independent auditors for the next
fiscal year; (ii) reviewing with the independent public accountants the plans
and results of the audit engagement, the letter of comments and management's
responses; (iii) approving professional services provided by the independent
public accountants and considering the range of audit and nonaudit fees; (iv)
reviewing the independence of the independent public accountants; (v) reviewing
the adequacy of our internal accounting controls; and (vi) reviewing major
accounting or reporting changes contemplated or made on our behalf. The Audit
Committee held two meetings in 1998.

We do not have a nominating committee or a compensation committee. Our
Board as a whole performs the functions that such committees would otherwise
perform. If you would like to propose director nominees for consideration at the
annual meeting, you can do so under our code of regulations only by giving our
Secretary

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written notice of your intent to make a nomination not less than 60 nor more
than 90 days before the annual meeting. You must tell us in your notice, among
other things, the nominee's name, biographical data and qualifications.

SHARE OWNERSHIP OF MANAGEMENT AND OTHERS

The following table sets forth certain information regarding the beneficial
ownership of Class A Common Shares and Class B Common Shares as of the record
date (except as otherwise disclosed in the notes below), by (a) each of our
directors, (b) each other person who is known by us to own beneficially more
than 5% of the Class A Common Shares or Class B Common Shares, (c) our Chief
Executive Officer and the other executive officers named in the Summary
Compensation Table, and (d) our executive officers and directors as a group.
Except as otherwise described in the notes below, the following beneficial
owners have sole voting power and sole investment power with respect to all
shares set forth opposite their names.

CLASS A COMMON CLASS B COMMON SHARES
SHARES -----------------------------------------
--------------------- NUMBER TOTAL
NUMBER OF PERCENT OF PERCENT OF PERCENTAGE
SHARES(1) OF CLASS SHARES CLASS VOTING CONTROL
--------- -------- --------- ---------- --------------

Richard E. Jacobs (2).............. 133,200 3.2% 2,281,667 99.9% 99.9%
2401 Ontario Street
Cleveland, Ohio 44115
McDonald Investments Inc........... 574,517(3) 13.8% 0 * *
800 Superior Avenue
Cleveland, Ohio 44114
Martin J. Cleary................... 11,176(4) * 2,290 * *
Robert W. Brown, M.D............... 5,000(4) * 0 * *
Edward G. Ptaszek, Jr.............. 6,100(4) * 0 * *
William B. Summers, Jr............. 25,000(4) * 0 * *
Raymond P. Park.................... 344,334(5) 8.3% 0 * *
6200 Riverside Drive
Cleveland, Ohio 44135
John H. Hart....................... 5,000(4) * 0 * *
Dennis Lehman...................... 5,500(4) * 0 * *
Kenneth E. Stefanov................ 3,100(6) * 0 * *
Jeffry L. Overton.................. 2,500(6) * 0 * *
Daniel J. O'Dowd................... 2,600(6) * 0 * *
All directors and executive
officers as a Group (fourteen
persons)......................... 550,910 13.3% 2,283,957 100% 99.9%

* Less than one percent
- ---------------

(1) Class B Common Shares can be converted on a share-for-share basis into Class
A Common Shares at any time. As a result, a holder of Class B Common Shares
is deemed to beneficially own an equal number of Class A Common Shares.
However, so that we don't overstate aggregate beneficial ownership, the
listed Class A Common Shares do not include Class A Common Shares which the
holder can acquire by converting Class B Common Shares into Class A Common
Shares. Similarly, the percentages of listed outstanding Class A Common
Shares have been determined with respect to the total number of Class A
Common Shares outstanding on the record date, not including Class A Common
Shares which the holder can acquire by converting Class B Common Shares into
Class A Common Shares.

(2) Consists of shares held by Richard E. Jacobs as sole trustee under
Declaration of Trust dated April 23, 1987 (the "Richard Jacobs Trust"), and
as sole trustee of the David H. Jacobs Marital Trust (the "David Jacobs

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Trust"). Of the shares listed, 75% are held by the Richard Jacobs Trust, of
which Mr. Jacobs is currently the sole beneficiary, and 25% are held by the
David Jacobs Trust, of which the heirs of David H. Jacobs are the
beneficiaries. Does not include 6,043,334 Class A Common Shares issuable to
Cleveland Baseball Corporation (of which the Jacobs family trusts are the
sole shareholders) upon exchange of limited partnership interests in the
Cleveland Indians Baseball Company Limited Partnership, of which the Company
is sole general partner.

(3) According to a report on Schedule 13G dated March 8, 1999, filed with the
Securities and Exchange Commission, McDonald Investments Inc., an investment
banking firm, beneficially owned 574,517 of the outstanding Class A Common
Shares as of December 31, 1998. McDonald Investments Inc. disclosed in such
Schedule 13G that it has sole dispositive power with respect to all of such
Class A Common Shares and sole voting power with respect to all of such
Class A Common Shares.

(4) Includes 5,000 Class A Common Shares subject to options exercisable within
60 days.

(5) Consists of shares held by Park Corporation. Park Corporation is
wholly-owned by Mr. Park and several trusts held for the benefit of his
children.

(6) Includes 2,500 Class A Common Shares subject to options exercisable within
60 days.

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EXECUTIVE COMPENSATION

The following table sets forth all compensation awarded to, earned by or
paid to our chief executive officer and our other most highly compensated
executive officers who served in such capacities as of December 31, 1998 (the
"named executive officers") for services rendered to us.

SUMMARY COMPENSATION TABLE

LONG TERM COMPENSATION
----------------------------------
AWARDS PAYOUTS
------------------------ -------
ANNUAL COMPENSATION RESTRICTED SECURITIES
----------------------------------------- STOCK UNDERLYING LTIP ALL OTHER
NAME AND SALARY BONUS OTHER ANNUAL AWARD(S) OPTIONS/ PAYOUTS COMPENSATION
PRINCIPAL POSITION YEAR ($) ($) COMPENSATION ($) SARS (#) ($) ($)
------------------ ---- ------ ----- ------------ ---------- ---------- ------- ------------

Richard E. Jacobs........ 1998 $467,424 -0- -0- -0- -0- -0- -0-
Chairman of the Board and
Chief Executive Officer
John H. Hart............. 1998 $600,000 $195,692(1) -0- -0- 15,000 -0- 15$,961(2)
Executive Vice President
and General Manager
Dennis Lehman............ 1998 $300,000 $ 95,692 -0- -0- 15,000 -0- $ 2,091(2)
Executive Vice President,
Business
Jeffry L. Overton........ 1998 $225,000 $ 47,846 -0- -0- 7,500 -0- $ 1,145(2)
Vice President, Marketing
and Communications
Kenneth E. Stefanov...... 1998 $138,333 $ 23,923 -0- -0- 7,500 -0- -0-
Vice President, Finance
Daniel J. O'Dowd (3)..... 1998 $300,000 $ 47,846 -0- -0- 7,500 -0- -0-
Former Vice President,
Baseball Operations,
Assistant General
Manager

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

(1) Includes a $100,000 signing bonus earned by Mr. Hart for entering into his
employment agreement in 1998.

(2) Represents amounts paid by us for term life insurance pursuant to the
employment agreements of Messrs. Hart, Lehman and Overton.

(3) Mr. O'Dowd served as Vice President, Baseball Operations and Assistant
General Manager until September 1998, at which time he was succeeded by Mark
A. Shapiro who now serves in that position. From September 1998 until the
present, Mr. O'Dowd has served as a Vice President of the baseball club.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

INDIVIDUAL GRANTS
------------------------------------------------------ POTENTIAL REALIZABLE
PERCENT OF VALUE AT ASSUMED
NUMBER OF TOTAL ANNUAL RATES OF STOCK
SECURITIES OPTIONS/SARS PRICE APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OPTION TERM (1)
OPTIONS/SARS EMPLOYEES IN PRICE EXPIRATION ----------------------
NAME (#) FISCAL YEAR ($/SH) DATE 5% ($) 10% ($)
---- ------------ ------------ -------- ---------- --------- ---------

Richard E. Jacobs..... -0- -- -- -- -- --
John H. Hart.......... 15,000 6.8% $15.00 6/3/08 $141,450 $358,650
Dennis Lehman......... 15,000 6.8% $15.00 6/3/08 $141,450 $358,650
Jeffry L. Overton..... 7,500 3.4% $15.00 6/3/08 $ 70,725 $179,325
Kenneth E. Stevanov... 7,500 3.4% $15.00 6/3/08 $ 70,725 $179,325
Daniel J. O'Dowd...... 7,500 3.4% $15.00 6/3/08 $ 70,725 $179,325

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

(1) "Potential realizable value" is based on the assumed growth rates for the
ten-year option term. An annual growth rate of 5% would result in a stock
price per Class A Common Share of $24.43 and an annual growth rate of 10%
would result in a stock price per Class A Common Share of $38.91. Actual
realized value, if any, will depend on the market value of the Class A
Common Shares at the time of exercise, and no gain to the optionee is
possible without an increase in the Class A Common Share price.

AGGREGATE OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR AND 1998 YEAR-END OPTION/SAR
VALUES

NUMBER OF SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS
1998 YEAR-END AT 1998 YEAR-END
(#) ($)
SHARES ACQUIRED ON EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#) VALUE REALIZED ($) UNEXERCISABLE UNEXERCISABLE
---- ------------------ ------------------ -------------------- -----------------

Richard E. Jacobs....... -0- -0- -0-/-0- -0-
John H. Hart............ -0- -0- 5,000/10,000 -0-
Dennis Lehman........... -0- -0- 5,000/10,000 -0-
Jeffry L. Overton....... -0- -0- 2,500/5,000 -0-
Kenneth E. Stevanov..... -0- -0- 2,500/5,000 -0-
Daniel J. O'Dowd........ -0- -0- 2,500/5,000 -0-

EMPLOYMENT AGREEMENTS

The Cleveland Indians Baseball Company Limited Partnership, of which the
Company is sole general partner, has entered into employment agreements with
Messrs. Hart, Lehman, Overton, Stefanov and O'Dowd. Pursuant to their respective
agreements, the executives agree to devote their full time and efforts
exclusively to the partnership, agree not to engage in conduct which is
detrimental to the partnership or us and agree to abide by and be subject to the
discipline of the Office of the Commissioner of Major League Baseball. The
partnership has the right to terminate an executive prior to the expiration of
that executive's agreement if the executive fails to comply with the employment
agreement or is fraudulent or dishonest in the performance of his duties. If an
executive is terminated without cause, the agreement requires the executive to
seek and accept other comparable employment, either from another club or another
baseball or non-baseball employer, and the amount received by the executive from
such other employment, if obtained, reduces the amount the executive is owed by
us. By their terms, the agreements are subject to and are governed by all
applicable rules and regulations of Major League Baseball and the American
League.

Each agreement establishes an annual salary for each year of the term of
the agreement, including the option years. The salaries received by each of the
executives for 1998 are set forth in the Summary Compensation Table above. The
agreements provide for specified salary increases over the terms of the
agreements. In addition, the agreements provide for varying bonuses based on the
achievement of specified Company objectives. The agreements permit the
executives to elect to defer the payment of a portion of their salaries.

Pursuant to their respective employment agreements, Mr. Hart serves as
Executive Vice President and General Manager and is under contract through 2003
and for four additional years at the option of the partnership; Mr. Lehman
serves as Executive Vice President, Business and is under contract through the
2002 season and for four additional years at the option of the partnership; Mr.
Overton serves as Vice President, Marketing and Communications and is under
contract through 2002, with a limited right by Mr. Overton to terminate his
contract in 2000; Mr. Stefanov serves as Vice President, Finance and is under
contract through the 1999 season and for two additional years at the option of
the partnership. Since September, 1998, Mr. O'Dowd has served as Vice President
of the club and is under contract through 1999 and for three additional years at
the option of the partnership. Prior to September, 1998, Mr. O'Dowd served as
Vice President, Baseball Operations and Assistant General Manager.

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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Richard E. Jacobs is our Chairman of the Board, President and Chief
Executive Officer. As a member of our Board of Directors, Mr. Jacobs also serves
on the Board in its consideration of compensation matters, but does not act upon
his own compensation. For a discussion of certain transactions between the
Company and Mr. Ptaszek, Mr. Summers and Mr. Jacobs, see "Certain Transactions."

COMPENSATION OF DIRECTORS

Each member of our Board of Directors who is not also one of our employees
receives an annual fee of $15,000 for serving as a director and a fee of $1,000
for each Board meeting and committee meeting attended. We have established a
Directors' Deferred Compensation Plan pursuant to which our non-employee
directors may elect to defer up to 100% of the annual and meeting fees we pay
them. Amounts deferred are converted into units equivalent to our Class A Common
Shares such that the value of a participant's account will fluctuate based on
the market price of the Class A Common Shares. Directors who are also employed
by us do not receive any additional compensation for their services as
directors. We reimburse out-of-pocket expenses incurred by all directors in
connection with attending Board and committee meetings.

In connection with our initial public offering, we granted our non-employee
directors options to purchase 15,000 Class A Common Shares at an exercise price
of $15.00, equal to the initial public offering price. The options granted to
Messrs. Cleary, Brown, Ptaszek and Summers will vest in three equal annual
increments beginning one year after the date of grant, on June 9, 1999 and will
expire ten years after the date of grant, on June 9, 2008. The options granted
to Mr. Park will vest in three equal annual increments beginning one year after
the date of grant, on July 14, 1999 and will expire ten years after the date of
grant, on July 14, 2008.

BOARD OF DIRECTORS COMPENSATION REPORT

We do not have a compensation committee. Following completion of our
initial public offering in June of 1998, our entire Board of Directors has had
responsibility for reviewing the annual compensation of our executive officers
including the Chief Executive Officer. The Board has not, however, made any
significant changes to our compensation program since the time of our initial
public offering. Prior to our initial public offering, our executive
compensation program was established by the Cleveland Indians Baseball Company
Limited Partnership (the "Partnership"). Our Board of Directors has provided the
following Compensation Report:

Executive Compensation Policy. The Board's overall compensation philosophy
is to attract and retain quality talent which is critical to both our short-term
and long-term success, and to create a mutuality of interest between executive
officers and shareholders through compensation structures that share the rewards
and risks of strategic decision making.

To this end, the Board plans to determine executive compensation consistent
with a philosophy of compensating executive officers based on their
responsibilities, our performance as a company and the achievement of
established annual goals. One of the most significant factors contributing to
our financial performance is the on-field success of the Cleveland Indians
baseball club. Consequently, bonuses and stock options are closely tied to the
performance of the baseball club in post-season play. The primary components of
our executive compensation program are (i) base salaries and certain other
annual compensation, (ii) bonuses for certain executive officers and (iii) stock
options. Each of these elements is discussed below.

Base Compensation. The base salaries and certain other annual compensation
for our executive officers in 1998 were determined by the Partnership according
to the experience of the executives in the sport of professional baseball,
together with comparisons of compensation paid by other major league baseball
teams and other comparable sports teams. The base salary of Richard E. Jacobs
was determined at the time of our initial public offering after consulting with
our investment advisors and the managing underwriters of our initial public
offering. The base salary for Mr. Jacobs is $700,000.

The base salaries for Messrs. Hart, Lehman, Overton, Stefanov, and O'Dowd
were established prior to our initial public offering pursuant to employment
agreements entered into between each of them and the Partnership,

11
12

of which the Company is sole general partner. See "Employment Agreements." These
agreements currently provide for the following base salaries:

Mr. Hart $600,000
Mr. Lehman $300,000
Mr. Overton $225,000
Mr. Stefanov $150,000

In addition, Mr. O'Dowd's employment agreement provides for a base salary
of $300,000 through 1999. After 1999, Mr. O'Dowd will cease to be employed by
us.

In addition to their base salaries, these executive officers generally
receive the use of an automobile, the use of suites at Jacobs Field and four
tickets per game for business use at all home games, and reimbursement for meals
while traveling with the team.

Bonuses. The employment agreements for Messrs. Hart, Lehman, Stefanov and
O'Dowd provide for bonuses based solely upon the on-field performance of the
Cleveland Indians baseball club as reflected by the club's participation in
post-season games. Generally, Messrs. Hart, Lehman, Stefanov and O'Dowd earn a
greater bonus for each level of post-season play.

The employment agreement for Mr. Overton, our Vice President, Marketing and
Communications, entitles Mr. Overton to receive a bonus dependent upon whether
the baseball club attains specific financial performance goals based upon the
amount of adjusted gross revenue from various sources. If the club reaches
previously established financial performance targets, Mr. Overton is entitled to
receive a bonus calculated either (i) based upon the performance of the baseball
club in post-season play or (ii) based upon the financial performance of the
baseball club, whichever calculation is greater.

Mr. Jacobs is not entitled to receive any bonus.

In 1998, the named executive officers received the following bonuses:

Mr. Hart $95,692
Mr. Lehman $95,692
Mr. Overton $47,846
Mr. Stefanov $23,923
Mr. O'Dowd $47,846

Stock Options. All of our executive officers are eligible to receive
options to purchase Class A Common Shares pursuant to our equity-based award
plan. We believe that stock option grants are a valuable motivating tool and
provide a long-term incentive to management. Stock option grants reinforce
long-term goals by providing the proper nexus between the interests of
management and the interests of you, as our shareholders.

Members of the Board of Directors:
Richard E. Jacobs
Martin J. Cleary
Robert W. Brown, M.D.
Edward G. Ptaszek, Jr.
William B. Summers, Jr.
Raymond P. Park

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13

PROPOSAL ONE: PROPOSED AMENDMENT TO OUR ARTICLES TO ELIMINATE THE ONE-TIME
EXCEPTION TO THE SO-CALLED "TAG-ALONG RIGHTS."

GENERAL

Our Board of Directors has approved an amendment to our Articles that would
eliminate a one-time exception to the so-called tag-along rights contained in
our Articles. Our Board recommends that our shareholders adopt the amendment.

Currently, our Articles contain a provision, sometimes referred to as
"tag-along rights," that prohibit a holder of Class B Common Shares (currently
only Mr. Jacobs and Mr. Cleary) from transferring Class B Common Shares or any
interest therein, except to certain permitted transferees, unless all holders of
Class A Common Shares receive or are entitled to receive for their Class A
Common Shares the same kind and amount of consideration per share to be received
by any holder of Class B Common Shares in connection with that transfer. In
other words, in any transaction in which Mr. Jacobs or Mr. Cleary were to
transfer their Class B Common Shares, other than to a permitted transferee, Mr.
Jacobs or Mr. Cleary would be required under the terms of the Articles to
arrange for the holders of the Class A Common Shares to receive or have the
right to receive for their Class A Common Shares the same kind and amount of
consideration per share as Mr. Jacobs or Mr. Cleary would receive. Generally, a
"permitted transferee," for purposes of these provisions, is a family member of
a holder of Class B Common Shares, the trustee of a trust for the benefit of a
holder or certain family members of such holder, a corporation, partnership or
other entity controlled exclusively by a holder or certain family members of
such holder, a tax-exempt public charity or the executor or guardian of the
estate of a holder. If a holder of Class B Common Shares is a corporation,
partnership or other entity, a "permitted transferee" may also be a person who
owns 10% or more of the equity of such entity. You should read our Articles for
a complete description of the tag-along rights and for a complete definition of
"permitted transferee."

This provision was included in the Articles in order to make the Class A
Common Shares and the Class B Common Shares as equal as possible from an
economic point of view, even though the Class B Common Shares have 10,000 votes
per share and the Class A Common Shares have one vote per share. These
restrictions on transfer of the Class B Common Shares, sometimes called
tag-along rights, have one very important exception. A holder of Class B Common
Shares (again, currently only Mr. Jacobs and Mr. Cleary) is entitled, for a
period of three years following the date of Mr. Jacobs' death, to transfer Class
B Common Shares without regard to the so-called tag-along rights. This is a
one-time exception and would not apply to any subsequent sale or transfer by
someone who acquired shares from the Class B holder pursuant to the exception.
This exception was included in the Articles primarily in order to provide Mr.
Jacobs' estate with some flexibility following Mr. Jacobs' death.

Mr. Jacobs and our Board believe that this exception to the tag-along
rights has complicated investors' understanding of our capital structure and
that it has been viewed negatively by some investors. As a result, in July 1998,
Mr. Jacobs announced that he would seek Board approval to place a proposal on
the ballot for our 1999 annual meeting of shareholders to amend the Articles to
eliminate the one-time exception. Accordingly, our Board has approved an
amendment to the Articles that would eliminate the one-time exception. If the
amendment is adopted by our shareholders, neither Mr. Jacobs nor Mr. Cleary
would have the ability to transfer their Class B Common Shares, other than to
permitted transferees, without providing the opportunity for holders of Class A
Common Shares to be included in the transaction on the same terms and
conditions.

If the amendment is not approved, then, following Mr. Jacobs' death, any
holder of Class B Common Shares would be free to transfer his shares to a third
party without including the holders of Class A Common Shares in the transaction.
As a result, Mr. Jacobs' estate could effectively sell control of the Company
without giving the holders of Class A Common Shares the benefit of such sale.

If the amendment is adopted, our Articles will be amended as reflected in
Appendix A attached to this proxy statement.

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14

VOTE REQUIRED FOR APPROVAL

This amendment to the Articles will not be adopted without both of the
following votes:

(i) the affirmative vote of a majority of the votes represented by
Class A and Class B Common Shares cast at the meeting and

(ii) the affirmative vote of the holders of Class A Common Shares
entitling them to exercise a majority of the voting power of the
Class A Common Shares, excluding from such vote the vote of any
holder of Class A Common Shares who is also a holder of Class B
Common Shares or an affiliate of any holder of Class B Common
Shares.

Consequently, Mr. Jacobs' Class A Common Shares and the Class A Common
Shares held by the only other holder of Class B Common Shares, Mr. Cleary, will
NOT be counted for or against this proposal for purposes of the vote required
under (ii) above.

In other words, the vote of Mr. Jacobs and Mr. Cleary will be counted in
calculating the vote required by subsection (i) above, and Mr. Jacobs and Mr.
Cleary have both indicated that they intend to vote all of their Class A and
Class B Common Shares in favor of the amendment to the Articles. However, in
calculating the vote required by subsection (ii) above, Mr. Jacobs' and Mr.
Cleary's Class A Common Shares will not be counted either for or against the
amendment. FOR THESE REASONS, YOUR VOTE IS EXTREMELY IMPORTANT AND NECESSARY TO
ADOPT THIS AMENDMENT TO OUR ARTICLES AND WE STRONGLY URGE YOU TO MARK YOUR
SELECTION ON THE ENCLOSED PROXY CARD AND RETURN IT TO US IN THE ACCOMPANYING
ENVELOPE.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE HOLDERS OF CLASS A COMMON SHARES
VOTE FOR THE PROPOSAL TO APPROVE THE AMENDMENT TO THE ARTICLES.

SHARE PERFORMANCE INFORMATION

The following graph compares the value of $100 invested in our Class A
Common Shares with a similar investment in the Nasdaq 100 Index and a peer group
comprised of Boston Celtics Limited Partnership II (BOS -- NYSE) and Orlando
Predators Entertainment Inc. (PRED -- Nasdaq) for the period June 4, 1998
through December 31, 1998. Dividends are assumed to be reinvested when received.
We did not select a published industry or line-of-business index for the peer
group because such an index does not exist for public companies whose only
business is professional sports franchises. We have selected the Boston Celtics
and Orlando Predators for the peer group because they are the only other
actively traded public companies of which we are aware whose only business is
professional sports franchises.

CLEVELAND INDIANS NASDAQ 100 PEER GROUP
----------------- ---------- ----------

6/4/98 100 100 100
6/30/98 71.67 114.86 88.4
9/30/98 41.25 115.55 49.74
12/31/98 47.5 155.5 56.45

14
15

CERTAIN TRANSACTIONS

In connection with our formation in March 1998, the Jacobs family trusts,
of which Richard E. Jacobs is the sole trustee, acquired 100 common shares of
the Company for a price of $1,500. Upon the amendment and restatement of our
articles of incorporation to provide for two classes of common shares, the 100
shares became 100 Class A Common Shares.

In connection with our formation, the Jacobs family trusts received
2,281,667 Class B Common Shares, 133,100 Class A Common Shares (in addition to
those described in the preceding paragraph) and $55.7 million in cash, and
Martin J. Cleary received 2,290 Class B Common Shares, 6,176 Class A Common
Shares and $55,800 in cash. Mr. Jacobs, the sole trustee of the Jacobs family
trusts, is our Chairman of the Board, President and Chief Executive Officer, and
Mr. Cleary is one of our directors.

Mr. Jacobs is Chairman of the Board and Chief Executive Officer of The
Jacobs Group, a real estate development and management company, and Mr. Cleary,
a director of the Company, is Vice Chairman of The Jacobs Group. We have paid
The Jacobs Group for certain legal, accounting and administrative services it
provided us. For the year ended December 31, 1998, the aggregate amount paid for
these services was $267,000. We anticipate that The Jacobs Group will continue
to provide certain administrative services, including cash management during
1999. We operate four Cleveland Indians Team Shops in shopping malls owned and
managed by The Jacobs Group. Pursuant to leases between us and affiliates of The
Jacobs Group, we paid $506,000 in 1998. We believe the terms of our
administrative services arrangements and leases with The Jacobs Group are at
least as favorable as those that we could obtain from an unrelated third party
in an arms'-length transaction.

Mr. Jacobs, individually and as trustee of the David H. Jacobs Marital
Trust, is the guarantor of any outstanding amounts under our line of credit with
KeyCorp. The maximum amounts outstanding during 1998 was $0. As of February 28,
1999, we permitted this line of credit to expire.

Edward G. Ptaszek, Jr., one of our directors, is a partner in the law firm
Baker & Hostetler LLP in Cleveland, Ohio. That firm provided various legal
services to us during 1998. We expect that Baker & Hostetler LLP will continue
to provide such services during 1999.

William B. Summers, Jr., one of our directors is Chairman and Chief
Executive Officer of McDonald Investments Inc., a KeyCorp Company, in Cleveland,
Ohio. That firm provided investment services to us during 1998. We expect that
McDonald Investments Inc. will continue to provide such services during 1999.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires our directors
and executive officers, and owners of more than 10% of a registered class of our
equity securities, to file with the Securities and Exchange Commission and the
Nasdaq National Market initial reports of ownership and reports of changes in
ownership of our Class A Common Shares and other equity securities. Executive
officers, directors and owners of more than 10% of our Class A Common Shares are
required by the Securities and Exchange Commission regulations to furnish us
with copies of all forms they file pursuant to Section 16(a).

To our knowledge, based solely on review of the copies of such reports
furnished to us and written representations that no other reports were required,
during the fiscal year ended December 31, 1998, all Section 16(a) filing
requirements applicable to its executive officers, directors and greater than
10% beneficial owners were complied with, with one exception: Mr. Summers filed
one late report on Form 4 to report two transactions.

SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS

Deloitte & Touche LLP served as our independent auditors in 1998 and is
expected to do so in 1999. We expect that representatives of Deloitte & Touche
LLP will be at the annual meeting and will have a chance to make a statement if
they would like to do so. They will also be available to respond to your
questions.

15
16

SHAREHOLDER PROPOSALS FOR THE 2000 MEETING

If you wish to include a proposal in our proxy statement for our 2000
Annual Meeting of Shareholders, you should forward the proposal to our Secretary
at 2401 Ontario Street, Cleveland, Ohio 44115. Any shareholder proposals meeting
the requirements of Rule 14a-8 under the Securities and Exchange Act of 1934
which are intended to be presented at our 2000 Annual Meeting of Shareholders
must be received by us at the address in the preceding sentence on or before
December 16, 1999, to be included in our proxy statement and form of proxy
relating to the 2000 Annual Meeting of Shareholders. For those shareholder
proposals which are not submitted in accordance with Rule 14a-8 (such as a
proposal to be submitted at the next Annual Meeting of Shareholders but not
submitted for inclusion in our proxy statement), our designated proxies may
exercise their discretionary voting authority, without any discussion of the
proposal in our proxy materials, for any proposal which is received by us after
March 1, 2000.

If you would like to receive a copy of our fiscal 1998 annual report on
Form 10-K (without exhibits), please write to Mr. Ron McQuate, Director,
Corporate Planning and Development, at 2401 Ontario Street, Cleveland, Ohio
44115, and we will provide you with a copy free of charge.

OTHER MATTERS

Under the rules of the Nasdaq Stock Market, if your broker holds your
shares in its name, the broker may not be entitled to vote your shares if it
does not receive instructions from you. Under Ohio law and our Amended and
Restated Articles of Incorporation, such "broker non-votes" and abstaining votes
will not be counted in favor of or against any nominee in the election of
directors and will in effect be votes against Proposal One. If you properly mark
your choices in the proxy, the shares you own will be voted in accordance with
the choices you mark. If you do not mark your choices, your shares will be voted
at the meeting to elect the Board's six nominees for director as set forth under
"Election of Directors" above and FOR Proposal ONE above.

If any other matters shall properly come before the meeting, the persons
named in the proxy will vote on those matters in accordance with their judgment.
We do not know of any other matters that will be presented for action at the
meeting.

By Order of the Board of Directors,

DAVID W. PANCOAST
Secretary

April , 1999

16
17

APPENDIX A

RESOLVED, that the Amended and Restated Articles of Incorporation of
Cleveland Indians Baseball Company, Inc. be amended by deleting, in its
entirety, subsection (h) of Article Fourth, Division C, Section 2.

17
18

CLEVELAND INDIANS BASEBALL COMPANY, INC.

(FOR CLASS A COMMON SHARES)

The undersigned hereby appoints DAVID W. PANCOAST and ANTHONY W.
WEIGAND and each of them, attorneys and proxies of the undersigned, with
full power of substitution, to attend the annual meeting of shareholders
of Cleveland Indians Baseball Company, Inc. to be held at Jacobs Field,
2401 Ontario Street (on the corner of Carnegie Street and Ontario
Street), Cleveland, Ohio, on Wednesday, June 2, 1999, at 12:00 noon,
local time, or any adjournment thereof, and to vote the number of shares
of the Company which the undersigned would be entitled to vote, and with
all the power the undersigned would possess if personally present, as
follows:

1. ELECTION OF DIRECTORS
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY
(except as noted below)

Richard E. Jacobs, Martin J. Cleary, Robert W. Brown, M.D.,
Edward G. Ptaszek, Jr., William B. Summers, Jr., Raymond P. Park

INSTRUCTION: (TO WITHHOLD AUTHORITY TO VOTE FOR ANY PARTICULAR NOMINEE,
WRITE THAT NOMINEE'S NAME ON THE LINE PROVIDED BELOW.)

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

2. Proposal to amend the Company's Amended and Restated Articles of
Incorporation as described in the accompanying Proxy Statement.
[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. On such other business as may properly come before the meeting.
THE PROXIES WILL VOTE AS SPECIFIED ABOVE, OR IF A CHOICE IS NOT
SPECIFIED, THEY WILL VOTE FOR THE NOMINEES LISTED IN ITEM 1 AND FOR THE
PROPOSAL IN ITEM 2.

(Continued, and to be signed, on the other side)

P
R
O
X
Y

(Continued from the other side.)

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY

I plan to attend the Annual Meeting. [ ]

Receipt of the Notice of
Annual Meeting of
Shareholders and Proxy
Statement dated April ,
1999, is hereby
acknowledged.

Dated , 1999

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

----------------------------
Signature(s)

(Please sign exactly as your
name or names appear hereon,
indicating, where proper,
official position or
representative capacity.)
Proxy Card
19

CLEVELAND INDIANS BASEBALL COMPANY, INC.

(FOR CLASS B COMMON SHARES)

2. ELECTION OF DIRECTORS
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY
(except as noted below)

Richard E. Jacobs, Martin J. Cleary, Robert W. Brown, M.D.,
Edward G. Ptaszek, Jr., William B. Summers, Jr., Raymond P. Park

INSTRUCTION: (TO WITHHOLD AUTHORITY TO VOTE FOR ANY PARTICULAR NOMINEE,
WRITE THAT NOMINEE'S NAME ON THE LINE PROVIDED BELOW.)

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

4. Proposal to amend the Company's Amended and Restated Articles of
Incorporation as described in the accompanying Proxy Statement.
[ ] FOR [ ] AGAINST [ ] ABSTAIN

5. On such other business as may properly come before the meeting.
THE PROXIES WILL VOTE AS SPECIFIED ABOVE, OR IF A CHOICE IS NOT
SPECIFIED, THEY WILL VOTE FOR THE NOMINEES LISTED IN ITEM 1 AND FOR THE
PROPOSAL IN ITEM 2.

(Continued, and to be signed, on the other side)

P
R
O
X
Y

(Continued from the other side.)

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY

I plan to attend the Annual Meeting. [ ]

Receipt of the Notice of
Annual Meeting of
Shareholders and Proxy
Statement dated April ,
1999, is hereby
acknowledged.

Dated , 1999

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

----------------------------
Signature(s)

(Please sign exactly as your
name or names appear hereon,
indicating, where proper,
official position or
representative capacity.)
Proxy Card