December 3, 1998


Dear Shareholder:

As you are probably aware by now, a dissident  group headed by Walter  Anderson,
is seeking to gain  control of  Total-Tel's  Board of  Directors at the December
10th Annual  Meeting.  YOUR BOARD OF  DIRECTORS  URGES YOU TO SIGN  MANAGEMENT'S
WHITE PROXY CARD AND DISREGARD ANY BLUE PROXY CARD YOU MAY HAVE RECEIVED.

In the  Dissident's  most recent letter to  shareholders,  Mr.  Anderson and his
attack  dogs  resort to a campaign  of mud  slinging  and  unwarranted  innuendo
against Total-Tel's management.  We will not stoop to this level of unproductive
accusations while there are more important issues at hand.

Total-Tel's  management is committed to running the Company in the best interest
of the shareholders as evidenced by the following:

     Revenues have increased over 1000% from 1993 through 1998 to well in excess
     of $125 million.

     Our 1998 net sales,  and gross margins as reported to date have reflected a
     continued increase.

     Since January 1996,  Total-Tel's stock has outpaced the NASDAQ Composite as
     well as its peer group by more than 400%.

     $1000 invested in January 1993 would be worth approximately $15,000 today.

The Company's success has not gone unnoticed by the likes of Money Magazine, The
New  Jersey  Business  Technology  Council  and most  importantly,  by you,  the
ultimate owners of Total-Tel.

The  Dissidents  contend that the Company's  stock price  "continues to languish
while the  great  bull  market  roars  on." A recent  overview  of the  industry
prepared  for the  Company  indicates  that the  market  prices  for  stocks  of
comparable  publicly traded long distance  providers are universally  lower than
their 52-week highs,  most having fallen far more than the Company's  stock. One
of Mr. Anderson's  companies,  U.S. Wats, is similarly off, currently trading at
less than $1.75 per share.  Interestingly,  Esprit Telecom Group, PLC, a company
which  overwhelmingly  rejected Mr.  Anderson as part of its Board,  suffered an
even  greater  drop in its  stock  price  from its July  1998  high and has only
started to recover from its October 1998 low following Mr. Anderson's removal by
Esprit's Board as confirmed by its shareholders.


                                       1


Mr.  Anderson's  disruptive  campaign  has  caused  Total-Tel's   management  to
unnecessarily  spend time and  shareholder  money  addressing his charges rather
than concentrating on running the business. Notwithstanding the disruptions, the
Company   has   continued   to  attract   highly   qualified   and   experienced
telecommunications   industry  operating  personnel.  The  Company's  record  of
compliance  in a  highly  regulated  industry  is  superb - a  testament  to the
disciplines  enforced at all levels of operations  and to the  competence of our
chosen professional  advisors.  For those of you who attend the Meeting, it will
be my privilege to introduce you to our management team and professionals.


I urge you to VOTE  MANAGEMENT'S  WHITE  PROXY  CARD  TODAY  and  disregard  Mr.
Anderson's  blue proxy card. If you have any questions or concerns please do not
hesitate to call me at (973) 785-7222. With your help, we can put this behind us
and get back to business.

On Behalf of the Board of Directors,

                                        Sincerely,


                                        Warren H. Feldman
                                        Chairman and
                                        Chief Executive Officer



                          IMPORTANT VOTING INFORMATION

1. TO SUPPORT  MANAGEMENT'S  SLATE OF DIRECTORS PLEASE SIGN, DATE AND RETURN THE
   WHITE PROXY CARD TODAY IN THE ENCLOSED RETURN ENVELOPE.

2. If your shares are held in your own name,  please  sign,  date and return the
   enclosed  WHITE proxy card in the postage paid  envelope  provided  with this
   letter.  If your  shares are held in the name of a  brokerage  firm,  bank or
   other institution,  please sign, date and return the WHITE proxy card to such
   brokerage  firm, bank or other  institution in the envelope  provided by that
   firm.

3. Even if you have  already sent in a blue proxy it is not too late change your
   vote. Voting your WHITE proxy card today revokes any blue proxy cards you may
   have previously returned.

   If you have any  questions or require any  assistance  in voting your shares,
   please call toll free:

                            GEORGESON & COMPANY INC.
                                Wall Street Plaza
                            New York, New York 10005
                                 1-800-223-2064