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-2.

BONDED MOTORS, 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 0-12.

(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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(4) Date Filed:
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BONDED MOTORS, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 10, 1999

TO THE SHAREHOLDERS:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Bonded
Motors, Inc., a California corporation (the "Company"), will be held on
Monday, May 10, 1999 at 1:00 p.m., local time, at the LAX Marriott Hotel,
located at 5855 W. Century Boulevard, Los Angeles, California for the
following purposes:

1. To elect the following nominees to serve as directors for the ensuing
year and until their successors are elected: Aaron Landon, William Robinson,
Cornelius P. McCarthy III, John F. Creamer and Robert L. Green;

2. To ratify the appointment of KPMG LLP as independent auditors for the
Company for the fiscal year ending December 31, 1999; and

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

The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.

Only shareholders of record at the close of business on March 30, 1999 are
entitled to notice of and to vote at the Annual Meeting and any adjournment
thereof.

All shareholders are cordially invited to attend the Annual Meeting in person.
However, to ensure your representation at the Annual Meeting, you are urged to
mark, sign, date and return the enclosed proxy as promptly as possible in the
postage-prepaid envelope enclosed for that purpose. You may revoke your proxy
at any time before it has been voted, and if you attend the meeting you may
vote in person even if you have previously returned your proxy card. Your
prompt cooperation will be greatly appreciated.

BY ORDER OF THE BOARD OF DIRECTORS

Aaron Landon
President and Chief Executive Officer
Los Angeles, California
April 10, 1999

BONDED MOTORS, INC.
7522 South Maie Avenue
Los Angeles, CA 90001

PROXY STATEMENT

This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Bonded Motors, Inc., a California
corporation (the "Company"), for use at the Company's Annual Meeting of
Shareholders (the "Annual Meeting"). The information set forth herein is
furnished by the Company and is being sent to the Company's stockholders on
or about April 10, 1999.

DATE, TIME AND PLACE OF ANNUAL MEETING

The Annual Meeting will be held at the LAX Marriott Hotel, located at
5855 W. Century Boulevard, Los Angeles, CA 90045 on May 10, 1999 at
1:00 P.M. local time.

PURPOSE

The purpose of the Annual Meeting is to vote upon proposals: (i) to
elect five directors to serve until their successors are duly elected; (ii)
to ratify the appointment of KPMG LLP as independent auditors for the
Company for the fiscal year ending December 31, 1999; and (iii) to transact
such other business as may properly come before the meeting or any
adjournments thereof.

RECORD DATE AND OUTSTANDING SHARES

At the close of business on March 30, 1999 there were 3,067,140 shares
of Common Stock issued and outstanding held by approximately 858 shareholders
of record. See "Security Ownership of Certain Beneficial Owners and
Management." The only person or entity known by the Company to be the
beneficial owner of more than 5% of the Company's Common Stock are Putnam
Investments Inc., which owned approximately 8% of the Company's Common
Stock, Corbin & Company, which owned approximately 7% of the Company's
common stock and US Bancorp, which owned approximately 7% of the Company's
Common Stock.

Each holder of Common Stock is entitled to one vote for each share of
Common Stock held by such holder.

VOTING OF PROXIES

Each holder of Common Stock has one vote for each share of Common Stock
held. Each shareholder voting in the election of directors may cumulate his
or her votes, giving one candidate a number of votes equal to the number of
directors to be elected (five) multiplied by the number of votes to which the
shareholder's shares are entitled, or distributing the shareholder's votes on
the same principle among as many candidates. However, no shareholder shall be
entitled to cumulate votes unless the candidate's name has been placed in
nomination prior to the voting and the shareholder, or any other shareholder,
has given notice at the Annual Meeting prior to the voting of the intention
to cumulate the shareholder's votes. On all other matters, each share of
Common Stock has one vote.

All shares of Common Stock that are entitled to vote and are represented
at the Annual Meeting by properly executed proxies received prior to or at the
Annual Meeting and not duly and timely revoked will be voted at the Annual
Meeting in accordance with the instructions indicated on such proxy. If no
such instructions are indicated, such proxies will be voted (i) FOR the
election of each of the Company's nominees as a director; and (ii) FOR
ratification of the appointment of KPMG LLP as the Company's independent
auditors.

If any other matters are properly presented for consideration at the
Annual Meeting (or any adjournments or postponements thereof) including, among
other things, consideration of a motion to adjourn or postpone the Annual
Meeting to another time and/or place (including, without limitation, for the
purpose of soliciting additional proxies), the persons named in the enclosed
forms of proxy and voting thereunder will have the discretion to vote on such
matters in accordance with their best judgment. No business other than that
set forth in the accompanying Notice of Annual Meeting of Shareholders is
expected to come before the Annual Meeting. Should any other matter requiring
a vote of shareholders properly arise, the persons named in the enclosed forms
of proxy will vote such proxy in accordance with their best judgment on such
matter.

REVOCABILITY OF PROXIES

Any proxy given pursuant to this solicitation may be revoked by the
person giving it at any time before it is voted. Proxies may be revoked by
(i) filing with the Secretary of the Company, at or before the taking of the
vote at the Annual Meeting, a written notice of revocation bearing a later
date than the proxy; (ii) duly executing a later dated proxy relating to the
same shares and delivering it to the Secretary of the Company, before the
taking of the vote at the Annual Meeting; or (iii) attending the Annual
Meeting and voting in person (although attendance at the Annual Meeting will
not in and of itself constitute a revocation of a proxy). Any written
notice of revocation or subsequent proxy should be sent to Bonded Motors,
Inc., at 7522 South Maie Avenue, Los Angeles, CA 90001, Attention: Secretary
or hand-delivered to the Secretary of the Company, in each case at or before
the taking of the vote at the Annual Meeting.

QUORUM; ABSTENTIONS; BROKER NON-VOTES

The required quorum for the transaction of business at the Annual Meeting
is a majority of the shares of Common Stock issued and outstanding on the
Record Date represented in person or by proxy. The Company intends to
include abstentions as present or represented for purposes of establishing
a quorum for the transaction of business and to include abstentions in the
total number of votes represented and voting with respect to a proposal (other
than election of directors). Accordingly, abstentions will have the same
effect as a vote against a proposal.

The Company intends to include broker non-votes as present or represented
for purposes of establishing a quorum for the transaction of business but to
exclude broker non-votes from the calculation of shares represented and voting
with respect to any proposal for which the broker has expressly not voted.
Accordingly, a broker non-vote will not affect the outcome of the voting on a
proposal.

SOLICITATION OF PROXIES; EXPENSES

The cost of this solicitation of the Company's stockholders will be borne
by the Company. The Company may reimburse brokerage firms and other persons
representing beneficial owners of shares for their expenses in forwarding
solicitation material to such beneficial owner. Proxies also may be solicited
by certain directors, officers and employees of the Company personally or by
telephone, telecopy or other means of communication. Such persons will not
receive additional compensation.

PROPOSAL NO. 1
ELECTION OF DIRECTORS

A Board of five directors is to be elected at the Annual Meeting. Unless
otherwise instructed, the proxy holders will vote all proxies for the five
nominees named below. If any nominee is unable or declines to serve as a
director at the time of the Annual Meeting, the proxies will be voted for any
nominee who shall be designated by the present Board of Directors to fill the
vacancy. It is not expected that any nominee will be unable or will decline
to serve as a director. In the event that additional persons are nominated
for election as directors, the proxy holders intend to vote all proxies
received by them in such a manner in accordance with cumulative voting as
will assure the election of as many of the nominees listed below as possible,
and, in such event, the specific nominees for whom the proxy holders will
vote will be determined by the proxy holders. The term of office of each
person elected as a director will continue until the Company's next Annual
Meeting of Stockholders.

The nominees for the Board of Directors and their ages as of March 30,
1999 are set forth below.

Name of Nominee Age Principal Occupation
- --------------- --- --------------------

Aaron Landon 57 Chairman, President and Chief Executive Officer
William Robinson 60 Executive Vice President
Cornelius P. McCarthy III 39 Director
John F. Creamer 68 Director
Robert L. Green 60 Chief Executive Officer of Dynagear, Inc.

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

AARON LANDON, the founder of the Company, has served as its Chairman, and
Chief Executive Officer since 1971 and as its President since 1971 except from
November 1997 to January 1999. Mr. Landon has over 25 years experience in the
engine remanufacturing business.

WILLIAM ROBINSON joined the Company as Executive Vice President on
October 28, 1998. He has served as President of the Production Engine
Remanufacturer's Association (PERA), Chairman of the PERA Technical Committee,
and Board member of the Automotive Engine Rebuilder' Association.

CORNELIUS P. MCCARTHY III has served as a director of the Company since
its initial public offering in April 1996. Since December 1996, he has been a
Senior Vice President of Corporate Finance at Pennsylvania Merchant Group, an
investment banking firm. From December 1993 to December 1996, he was a
Managing Director Corporate Finance of Laidlaw & Co., an investment banking
firm. From December 1992 to December 1993, Mr. McCarthy was President and
proprietor of McCarthy & Company, a financial consulting firm. From June 1988
to December 1992, Mr. McCarthy was a Vice President of Kemper Securities, Inc.

JOHN F. CREAMER became a director of the Company on September 2, 1997.
In 1978, he founded, and he is President of Distribution Marketing Services
Inc., a consulting firm that specializes in the automotive aftermarket,
including merger and acquisition activity and executive placement in the
industry. In 1994, Mr. Creamer was appointed President of the Automotive
Warehouse Distributors Association, and since 1986, has served as a member of
the Board of Directors of Echlin Corporation, a global manufacturer serving
automobile manufacturer and the automotive aftermarket.

ROBERT L. GREEN is the founder and has been the Chief Executive Officer
of Dynagear, Inc. since its inception in 1975. Dynagear, Inc. is a
manufacturing company for automotive parts with annual revenues of
approximately $160 million. Dynagear, Inc. is a major supplier of automotive
parts to the Company. Prior to his founding Dynagear, Inc., Mr. Green was
employed by Alexander Proudfoot Company as a consultant to companies in need
of management solutions.

There is no family relationship between any of the directors of the
Company.

Recommendation

The Board of Directors recommends that shareholders vote FOR each of the
Company's nominees for director.

Vote Required

The five nominees receiving the highest number of affirmative votes of
the shares entitled to be voted for them shall be elected as directors. Votes
withheld from any director are counted for purposes of determining the
presence or absence of a quorum but have no other legal effect.

BOARD MEETINGS AND COMMITTEES

The Board of Directors of the Company held a total of one meeting during
the fiscal year ended December 31, 1998. All directors attended the meeting.

The Board has established an Audit Committee and Compensation Committee.
The Audit Committee consists of Messrs. Bradford, McCarthy, and Creamer. The
Audit Committee reviews the Company's auditing procedures and examines other
methods of financial and compliance controls as appropriate. The Audit
Committee held one meeting in 1998. The Compensation Committee consists of

Messrs. Bradford, McCarthy, and Creamer. The Compensation Committee has the
authority to fix salaries and bonuses of the Company's officers, approve
compensation plans for other employees and, except as otherwise provided by
the Board, administer the Company's stock option plans. The Compensation
Committee held one meeting in 1998.

COMPENSATION OF DIRECTORS

During 1997, the Company granted to each director of the Company who was
not an employee of the Company options to purchase 1,500 shares of Common
Stock, exercisable at the fair market value at the date of grant, pursuant
to the Company's Non-Employee Directors' Stock Option Plan ("Directors' Plan").
Outside Directors Bradford, McCarthy and Creamer were paid $750 each for each
meeting of the Board of Directors attended and for each committee meeting
attended, in addition to out-of-pocket expenses associated such meeting.
Additionally, John F. Creamer is paid $2,000 monthly (plus out-of-pocket
expenses) to serve as industry consultant to the Company. All directors are
eligible to participate in the Company's 1996 Incentive Stock Plan, as amended
("1996 Plan"). Employee directors receive no additional cash compensation for
service as directors.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Based solely on its review of Forms 3, 4 and 5 received by the Company,
or written representations from certain reporting persons that no Forms 5 were
required for such persons, the Company believes that, during the fiscal year
ended December 31, 1998, all filing requirements under Section 16(a) of the
Securities Exchange Act of 1934 applicable to officers, directors and 10%
shareholders were satisfied.

EXECUTIVE OFFICERS

The executive officers of the Company, their ages as of March 30, 1999
and their positions are set forth below.

Name Age Position
- ---- --- --------

Aaron Landon 57 Chairman, President and Chief Executive Officer
Paul Sullivan 55 Vice President of Finance and Administration, Chief
Financial Officer and Director
William Robinson 60 Executive Vice President
Seth Landon 31 Vice President of Sales and Marketing

There is a family relationship between the executive officers of the Company.

EXECUTIVE COMPENSATION

The following table sets forth certain information regarding compensation
paid by the Company in year ended December 31, 1998 to the Company's executive
officers.

Summary Compensation Table

Annual Compensation
----------------------------
All Other
Name and Principal Position Year Salary($) Bonus($) Compensation($)
- --------------------------- ---- -------- ------- ---------------

Aaron Landon,
Chief Executive Officer 1998 202,750 -- --
1997 177,000 -- --
1996 156,000 -- --

Richard Funk
President 1998 167,167 -- 28,800(1)
1997 21,250 -- --
1996 N/A -- --

Paul Sullivan,
Chief Financial Officer 1998 130,550 -- --
1997 110,250 -- --
1996 84,000 -- --

Buddy Mercer,
Chief Operation Officer 1998 137,850 -- --
1997 114,000 -- --
1996 114,000 30,000 --

William Robinson
Executive Vice President 1998 16,545(2) -- --
1997 N/A -- --
1996 N/A -- --
- -------------------------------------------------------------------------------

(1) Consists of $1,300 for housing allowance, $500 for auto allowance and
$600 for health insurance premium paid for Mr. Funk monthly.
(2) For the period from October 26, 1998 to December 31, 1998. Mr.
Robinson's annualized salary is $104,000.

The following table sets forth each grant of stock options made during
the year ended December 31, 1998 to the Company's executive officers.

Option Grants in Last Fiscal Year

Individual Grants
-----------------

Percentage of
Number of Options
Securities Granted to
Underlying Employee in Exercise or
Options Fiscal Year Base Price Expiration
Name Granted(#) (%) ($/sh) Date
- ---- --------------------------------------------------------

Paul Sullivan 30,000 30% $ 9.50 2/9/2003
Buddy Mercer 30,000 30% $ 9.50 2/9/2003
Seth Landon 10,000 10% $ 9.50 2/9/2003

The following table provides information with respect to exercise of
options during the year ended December 31, 1998 and unexercised options held
as of December 31, 1998.

Aggregated Option Exercises in Last Fiscal Year and Option Values

Number of Value of unexercised
Shares unexercised options in-the-money options
Acquired on Value at December 31, 1998 at December 31, 1998
Name Exercise(#) Realized($) Exercisable/Unexercisable(#) Exercisable/Unexercisable($)
- ---- ----------- ----------- ---------------------------- ----------------------------

Aaron Landon -- -- 137,500/0 0/0
Paul Sullivan 15,000 75,000 30,000/30,000 0/0
Buddy Mercer -- -- 6,667/43,333 0/0
Seth Landon -- -- 3,333/16,667 0/0

EMPLOYMENT AGREEMENTS

In January 1996, the Company entered into separate employment agreements
with each of Aaron Landon, Buddy Mercer and Paul Sullivan. The term of
employment is three years, and the agreements provide for an annual salary
base of $156,000, $114,000 and $84,000 to Messrs. Landon, Mercer and Sullivan,
respectively. The Company has the right to retain the employee as a
consultant for a period of two years after the end of his employment. The
Company's Board of Directors also may grant bonuses or increase the base
salary payable to any executive. In addition to his cash compensation, Mr.
Landon receives an automobile allowance. Messrs. Landon, Mercer and Sullivan
each receives additional benefits, including those generally provided to
other employees of the Company.

In November 1997 the Company entered into an employment agreement with
Richard Funk. The agreement provides for an annual salary base of $170,000
to Richard Funk. In addition to his cash compensation, Mr. Funk receives
housing, automobile, and medical insurance allowance.

CERTAIN TRANSACTIONS

The Company leases its principal production facility from The Landon
Family Trust. The term of the lease is 25 years and terminates on January
31, 2015. The lease provides for a monthly rental of $8,000 and monthly
rent increases at five-year intervals based on increases in the Consumer
Price Index. The lease also provides for indemnification of the lessor
arising from claims caused by, among other things, any hazardous substance
whether caused by the Company's use of the premises or by a prior use of the
premises.

The Company believes that the terms of the lease are at least as
favorable to the Company as those which could be otherwise obtained in a
transaction between the Company and an unrelated third party.

In March 1994, the Company granted to each of Paul Sullivan and Buddy
Mercer an option to purchase up to 100,000 shares of the Common Stock at an
exercise price of $1 per share, the then fair market value as determined by
the Board of Directors. The options were exercised in full in December 1995
through the issuance of notes in favor of the Company, which are secured by
certain collateral. The notes bear interest at 8% per annum and mature on
December 7, 2002. During 1997, Buddy Mercer repaid his note of $100,000.

In 1990, Louis Landon, Aaron Landon's father, provided to the Company a
non-interest bearing loan, payable on demand, in the amount of $100,000.
Upon Louis Landon's death, the note became the property of his estate.
Aaron Landon is the sole executor of the estate. The Company repaid the
loan of $100,000 during 1998.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the
beneficial ownership of shares of Common Stock as of March 30, 1999 for
(i) each director and director nominee of the Company; (ii) each executive
officer; (iii) each person known to the Company to be the beneficial owner
of more than 5% of the outstanding shares; and (iv) all directors and
executive officers as a group. Except pursuant to applicable community
property laws or as otherwise indicated, each shareholder has sole voting and
investment power with respect to the shares beneficially owned.

Beneficial Owner (1) Number of Shares Percentage of Total
Percentage of Total
- ------------------- ---------------- -------------------

Aaron Landon(1) 1,281,720 41.8%
Paul Sullivan 77,020 2.5%
William Robinson - *
Seth Landon - *
Richard Funk - *
Edward T. Bradford - *
Cornelius P. McCarthy III - *
John F. Creamer 2,000 *

Robert L. Green - *

Putnam Investments Inc. 231,387 7.5%
One Post Office Square
Boston, MA 02109

Corbin & Company 220,050 7.2%
6300 Ridglea Place Suite 1111
Fort Worth, TX 76116

US Bancorp 199,887 6.5%
601 Second Avenue South
16th Floor
Minneapolis, MN 55402-4302

All directors and executive
officers as a group
(8 persons) 1,360,740 44.4%
- ----------------------------------------------------------------------------
* Represents less than 1% of the total number of shares of Common Stock
outstanding.

(1)Consists of 1,281,720 shares held by The Landon Family Trust, The Landon
Family Foundation, The Aaron P. Landon Annuity Trust and The Maude M. Landon
Annuity Trust. Aaron Landon and Maude Landon, his wife, are trustees and/or
co-trustees of the trusts.

PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT
OF INDEPENDENT AUDITORS

The Board has selected KPMG LLP to audit the financial statements of
the Company for the fiscal year ending December 31, 1999 and recommends that
the stockholders vote "FOR" ratification of such selection. The affirmative
vote of the holders of a majority of the shares represented and voting at
the Annual Meeting is required to ratify the Board's selection.
Representatives of KPMG LLP are expected to be present at the Annual Meeting
with the opportunity to make a statement if they desire to do so, and are to
be available to respond to appropriate questions.

OTHER MATTERS

The Company knows of no other matters to be submitted to the meeting. If
any other matters properly come before the meeting, it is the intention of the
persons named in the accompanying form of proxy to vote the shares they
represent as the Board may recommend.

DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS
FOR 1999 ANNUAL MEETING

Proposals that are intended to be presented by stockholders at the 2000
Annual Meeting of Stockholders must be received by the Company not later than
November 30, 1999, in order that they may be considered for inclusion in the
proxy statement and form of proxy related to that meeting.

BY ORDER OF THE BOARD OF DIRECTORS

Aaron Landon
President and Chief Executive Officer

PROXY

BONDED MOTORS, INC.
PROXY FOR 1999 ANNUAL MEETING OF SHAREHOLDERS
MAY 10, 1999

THE PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned stockholder of Bonded Motors, Inc. (the "Company")
hereby acknowledges receipt of the Notice of Annual Meeting of Shareholders
and Proxy Statement for the 1999 Annual Meeting of Shareholders of the Company
to be held on Monday, May 10, 1999 at 1:00 p.m., local time, at the LAX
Marriott Hotel, 5855 W. Century Boulevard, Los Angeles, California, and hereby
revokes all previous proxies and appoints Aaron Landon, Paul Sullivan, William
Robinson, and Seth Landon, or either of them, with full power of substitution,
Proxies and Attorneys-in-Fact, on behalf and in the name of the undersigned,
to vote and otherwise represent all of the shares registered in the name of
the undersigned at said Annual Meeting, or any adjournment thereof, with the
same effect as if the undersigned were present and voting such shares, on the
matters and in the manner specified on the reverse side.

1. Election of Directors:

[_] FOR all the nominees listed below (except as indicated).

[_] WITHHOLD authority to vote for all nominees listed below.

If you wish to withhold authority to vote for any individual nominee, strike a
line through that nominee's name in the list below:

AARON LANDON, WILLIAM ROBINSON, CORNELIUS P. McCARTHY III, JOHN F. CREAMER,
ROBERT L. GREEN

2. Proposal to ratify the appointment of KPMG LLP as the independent auditors
of the Company for the fiscal year ending December 31, 1999.

FOR AGAINST ABSTAIN
[_] [_] [_]

(Continued and to be signed on reverse side)

In their discretion, the Proxies are entitled to vote upon such other matters
as may properly come before the Annual Meeting or any adjournments thereof.

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE
WITH THE SPECIFICATIONS MADE. IF NO SPECIFICATION IS MADE, THE SHARES
REPRESENTED BY THIS PROXY WILL BE VOTED FOR THE ABOVE NOMINEES AND
PROPOSALS, AND FOR SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE
THE MEETING AS THE PROXYHOLDERS DEEM ADVISABLE.

I plan to attend the meeting. [_]

Dated ,1999
-------------------------

Signature:
------------------------------

(This proxy should be marked, dated and signed by each shareholder exactly
as such stockholder's name appears hereon, and returned promptly in the
enclosed envelope. Persons signing in a fiduciary capacity should so indicate.
A corporation is requested to sign its name by its President or other
authorized officer, with the office held designated. If shares are held by
joint tenants or as community property, both holders should sign.)

TO ENSURE YOUR REPRESENTATION AT THE ANNUAL MEETING, PLEASE MARK,
SIGN AND DATE THIS PROXY AND RETURN IT AS PROMPTLY AS POSSIBLE.