SCHEDULE 14A

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant |X|

Filed by the Party other than the Registrant |_|
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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 toss. 240.14a-11(c) orss. 240.14a-12

PAK MAIL CENTERS OF AMERICA, INC.
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(Name of Registrant as Specified in its Charter)

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.
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(1) Title of each class of securities to which the 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:
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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|_| Fee paid previously with preliminary materials.

|_| Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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PAK MAIL CENTERS OF AMERICA, INC.
7173 South Havana Street, Suite 600
Englewood, Colorado 80112

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held on June 23, 2000

NOTICE IS HEREBY GIVEN that an Annual Meeting of Shareholders (the "Meeting") of
Pak Mail Centers of America, Inc., a Colorado corporation (the "Company"), will
be held at the offices of the Company, 7173 South Havana Street, Suite 600,
Englewood, Colorado 80112 on Friday, June 23, 2000, at 9:00 a.m. Mountain Time,
for the purpose of considering and voting upon proposals to:

(1) Elect five directors to serve until the next Annual Meeting of
Shareholders; and

(2) Transact such other business as may lawfully come before the Meeting
or any adjournment(s) thereof.

Only shareholders of record at the close of business on June 2, 2000, are
entitled to notice of and to vote at the Meeting and at any adjournment thereof.

The enclosed Proxy is solicited by and on behalf of the Board of Directors of
the Company. All shareholders are cordially invited to attend the Meeting in
person. Whether you plan to attend or not, please date, sign and return the
accompanying proxy in the enclosed return envelope. The giving of a proxy will
not affect your right to vote in person if you attend the Meeting.

BY ORDER OF THE BOARD OF DIRECTORS

JAMES Q. RACE, SECRETARY

Englewood, Colorado
June 9, 2000

PAK MAIL CENTERS OF AMERICA, INC.
7173 South Havana Street, Suite 600
Englewood, Colorado 80112

PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 23, 2000

This proxy statement ("Proxy Statement") is being furnished in connection
with the solicitation of proxies by the Board of Directors of Pak Mail Centers
of America, Inc. (the "Company") to be used at the Annual Meeting of
Shareholders (the "Meeting") to be held at the offices of the Company, 7173
South Havana Street, Suite 600, Englewood, Colorado 80112 on Friday, June 23,
2000, at 9:00 a.m. Mountain Time, and at any adjournment thereof.

It is planned that this Proxy Statement and the accompanying Proxy will be
mailed to the Company's shareholders on or about June 9, 2000.

Any person signing and mailing the enclosed Proxy may revoke it at any time
before it is voted by (i) giving written notice of the revocation to the
Company's corporate secretary at the Company's principal executive offices; (ii)
voting in person at the Meeting; or (iii) voting again by submitting a new proxy
card. The principal executive offices of the Company are located at 7173 South
Havana Street, Suite 600, Englewood, Colorado 80112. Only the latest dated proxy
card, including one which a person may vote in person at the Meeting, will
count.

VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS AND
SECURITY OWNERSHIP OF MANAGEMENT

Voting rights at the Meeting are vested in the holders of the Company's
$0.001 par value common stock (the "Common Stock") with each share entitled to
one vote. Cumulative voting in the election of directors is not permitted. Only
holders of record of the Common Stock at the close of business on June 2, 2000,
are entitled to notice of and to vote at the Meeting or any adjournments
thereof. On June 2, 2000, the Company had 3,873,738 shares of Common Stock
outstanding.

The following table sets forth as of June 2, 2000, the number of shares of
the Company's outstanding Common Stock beneficially owned by each of the
Company's current directors and executive officers, sets forth the number of
shares of the Company's outstanding Common Stock beneficially owned by all of
the Company's current directors and executive officers as a group and sets forth
the number of shares of the Company's Common Stock owned by each person who
owned of record, or was known to own beneficially, more than 5% of the Company's
outstanding shares of Common Stock:

Name and Address Amount and Nature of
Of Beneficial Holder Beneficial Ownership(1) Percent of Class
- -------------------- ----------------------- ----------------

J. S. Corcoran 2,405,264(2) 62.1%
701 Harger Road, Suite 190
Oak Brook, Illinois 60523

John W. Grant 800(3) (7)
701 Harger Road, Suite 190
Oak Brook, Illinois 60523

F. Edward Gustafson 2,925,578(2)(4) 75.5%
701 Harger Road, Suite 190
Oak Brook, Illinois 60523

John E. Kelly 30,000(5) (7)
3033 S. Parker Road, Suite 1200
Aurora, Colorado 80014

William F. White Estate 2,000 (7)
701 Harger Road, Suite 190
Oak Brook, Illinois 60523

P. Evan Lasky 22,000(6) (7)
3033 S. Parker Road, Suite 1200
Aurora, Colorado 80014

All directors and executive officers 2,932,878(2)(4) 75.7%
as a group
(9 persons)

D.P. Kelly and Associates, L.P. 492,814 12.7%
701 Harger Road, Suite 190
Oak Brook, Illinois 60523

Donald P. Kelly 2,966,184(2)(4) 76.6%
701 Harger Road, Suite 190
Oak Brook, Illinois 60523

Pak Mail Investment Partnership L.P. 2,404,264 62.1%
701 Harger Road, Suite 190
Oak Brook, Illinois 60523

(1) The beneficial owners listed have sole voting and investment power with
respect to the shares shown unless otherwise indicated.

(2) Includes 2,404,264 shares of common stock owned by Pak Mail Investment
Partners, L.P. ("PMIP"). Messrs. Corcoran, Gustafson and Donald Kelly are
officers, directors and shareholders of Norcross Corporation, 701 Harger Road,
Suite 190, Oak Brook, Illinois 60523, which exercises control over PMIP, and may
be deemed to have the ability to vote or dispose of securities owned by PMIP.

Therefore, they may be deemed to be the beneficial owners of such shares of
common stock for the purposes of this table. However, for purposes of Rule 16a-1
adopted under the Securities Exchange Act of 1934, as amended, Messrs. Corcoran,
Gustafson and Donald Kelly disclaim beneficial ownership of the shares of common
stock owned by PMIP, except to the extent of each of their respective pecuniary
interests in PMIP.

(3) Shares owned jointly by Mr. Grant and his wife.

(4) Includes 492,814 shares of common stock owned by D.P. Kelly and
Associates, L.P. ("D.P. Kelly"). Messrs. Gustafson and Donald Kelly are
principals and executive officers of D.P. Kelly and may be deemed to have the
ability to vote or dispose of securities owned by D.P. Kelly. Therefore, they
may be deemed to be the beneficial owners of such shares of common stock for the
purposes of this table. However, for purposes of Rule 16a-1 adopted under the
Securities Exchange Act of 1934, as amended, Messrs. Gustafson and Donald Kelly
disclaim beneficial ownership of the shares of common stock owned by D.P. Kelly,
except to the extent of each of their respective pecuniary interest in D.P.
Kelly.

(5) Consists of 30,000 shares underlying stock options that are exercisable
at $0.75 per share, which have vested or will vest as follows: 10,000 shares on
January 1, 2000, 10,000 shares on January 1, 2001, and 10,000 shares on January
1, 2002.

(6) Consists of 22,000 shares underlying stock options that are exercisable
at $0.75 per share, which have vested or will vest as follows: 7,333 shares on
January 1, 2000, 7,333 shares on January 1, 2001, and 7,333 shares on January 1,
2002.

(7) Less than 1%.

DIRECTORS AND EXECUTIVE OFFICERS

The present term of office of each director will expire at the Meeting. The
executive officers of the Company are elected annually at the first meeting of
the Company's Board of Directors held after each annual meeting of shareholders.
Each executive officer holds office until his or her successor is duly elected
and qualified or until his or her resignation or death or until he or she shall
be removed in the manner provided by the Company's Bylaws. The name, position
with the Company, the age of each director and executive officer, and the period
during which each has served are as follows:

Name and Position Director or Principal Occupation
in the Company Age Officer Since During the Last Five Years
- -------------- --- ------------- --------------------------

John E. Kelly 60 September, 1989 Executive officer of the
(President, Chief Executive Company since September, 1989.
Officer and Director)

P. Evan Lasky 58 March, 1988 Executive officer of the
(Executive Vice President Company since March, 1988.
and Chief Operating Officer)

James Q. Race 51 December, 1999 Executive officer of the Company
(Controller, Treasurer, since December, 1999; consultant
Secretary) for George S. May International
Company, a business consulting
company, from May, 1999 to
December, 1999; Controller of R
& S Steel Co. from 1996 to May,
1999; and Controller of Nelowet
Business Machines, a copier
sales and service company, from
1992 to 1996.

Tonya D. Sarina 38 December, 1996 Executive officer of the Company
(Vice President of Sales since December 1996; marketing
and Marketing) manager of the Company from
March, 1991 through November,
1996.

Alex Zai 40 May, 1996 Executive officer of the Company
(Vice President of since May, 1996; director of
Store Operations) store operations of the Company
since April, 1994.

J. S. Corcoran 57 September, 1989 Self-employed as a business
(Director) consultant since October, 1996.
Executive officer of D.P. Kelly
& Associates L.P., a firm
offering management services,
from November, 1988 to January,
1997; executive officer of
Envirodyne Industries, Inc., a
manufacturer of food packaging
and food service supplies, from
June, 1989 to March, 1996.

Name and Position Director or Principal Occupation
in the Company Age Officer Since During the Last Five Years
- -------------- --- ------------- --------------------------

John W. Grant 75 September, 1989 Retired since September, 1987.
(Director)

F. Edward Gustafson 58 September, 1989 Executive officer of D.P. Kelly
(Director) & Associates L.P., a firm
offering management services,
since November, 1988; executive
officer of Envirodyne
Industries, Inc., a manufacturer
of food packaging and food
service supplies, since June,
1989; director of Envirodyne
Industries, Inc. since December,
1993; executive officer of
Viskase Corporation, a
wholly-owned subsidiary of
Envirodyne Industries, Inc.,
from February, 1990 to August,
1993.

Laura K. McGrath 43 February, 2000 General Partner of KMK &
(Director) Associates, an investment
partnership, since May, 1986;
President of Emerald Valley
Farms, Inc., a farm land
acquisition and management
company, since March, 1999;
Treasurer of the Donald P. and
Byrd M. Kelly Foundation, a
family foundation that focuses
on educational support for
non-profit organizations, since
November, 1988.

For the fiscal year ended November 30, 1999, William F. White served as a
member of the Board of Directors of the Company. Mr. White passed away in
December 1999. During February 2000, Laura K. McGrath was elected to fill the
vacancy on the Board of Directors.

The Company's Board of Directors held two meetings during the Company's
last fiscal year ended November 30, 1999, all of which were actual meetings at
which all five directors were present in person or by telephone. Each of the
directors attended at least 75% of the Board of Directors meetings. The Board of
Directors has no standing nominating or compensation committees or committees
performing similar functions.

The Company has an audit committee. John W. Grant and F. Edward Gustafson
are the current members of the audit committee. John W. Grant and William F.
White were the members of the audit committee during and for the fiscal year

ended November 30, 1999. The audit committee recommends to the Board of
Directors the engagement of independent accountants, reviews with the
accountants the audit and reviews the Company's internal financial controls and
auditing. The audit committee held one meeting during the last fiscal year ended
November 30, 1999 at which both Mr. Grant and Mr. White were present.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors and persons who own more than 10% of the Company's
outstanding Common Stock to file reports of ownership with the Securities and
Exchange Commission ("SEC"). Officers, directors and greater than 10%
shareholders are required by SEC regulations to furnish the Company with copies
of all Section 16(a) forms they file.

Based solely on a review of Forms 3, 4 and 5 and amendments thereto
furnished to the Company during and for the Cmpany's fiscal year ended November
30, 1999, there were no directors, officers or more than 10% shareholders of the
Company that failed to timely file a Form 3, Form 4 or Form 5, other than F.
Edward Gustafson, who failed to file a Form 4 for one transaction, D.P. Kelly &
Associates, L.P., which failed to file a Form 4 for two transactions and Pak
Mail Investment Partners, L.P., which failed to file a Form 4 for one
transaction.

RELATED PARTY TRANSACTIONS

PMIP owns a controlling interest in the Company through its ownership of
2,404,264 shares of the Company's Common Stock, representing approximately 62.1%
of the outstanding Common Stock of the Company. PMIP's stock ownership in the
Company includes 604,264 shares of Common Stock that PMIP purchased on April 6,
1999 for $60,426.40 by exercising all of its outstanding warrants that were
issued to PMIP in connection with the issuance of the Series C Preferred Stock
of the Company.

EXECUTIVE COMPENSATION

The following table shows all cash compensation paid by the Company for
services rendered during the fiscal years ended November 30, 1999, November 30,
1998 and November 30, 1997 to John E. Kelly and P. Evan Lasky (there were no
other executive officers of the Company whose annual salary and bonus exceeded
$100,000).

Summary Compensation Table

Annual Compensation
Name and ---------------------
Principal Position Fiscal Year Salary Bonus
------------------ ----------- ------ -----

John E. Kelly 1999 $146,000 $33,016(1)
President and Chief 1998 $138,000 $47,472(1)
Executive Officer 1997 $131,040 $44,554(1)

P. Evan Lasky 1999 $102,000 $19,573(1)
Executive Vice 1998 $ 96,000 $28,205(1)
President and Chief 1997 $ 91,000 $21,840(1)
Operating Officer

(1) Bonus was earned in the fiscal year indicated, although it may have
been paid in the following fiscal year.

Stock Option Plans.
- -------------------

Effective January 1, 1999, the Company adopted the 1999 Incentive and
Nonstatutory Stock Option Plan ("1999 Plan"). The 1999 Plan authorizes the
granting of options to employees and non-employee directors of the Company to
purchase an aggregate of 400,000 shares of the Company's common stock. No
options may be granted after December 31, 2008 under the 1999 Plan. For the
fiscal year ended November 30, 1999, employees of the Company were issued
options under the 1999 Plan to purchase a total of 157,227 shares of the
Company's common stock at $.75 per share expiring in December 2009. There were
no options issued during the year ended November 30, 1998.

Options/SAR Grants.
- -------------------

The following table sets forth the individual grants of stock options made
during the last completed fiscal year to each of the named executive officers:

Option Grants in Last Fiscal Year
---------------------------------

Number of Percent of Total
Securities Options Granted to
Underlying Employees in Exercise
Name Options Granted Fiscal Year Price Expiration Date
---- --------------- ----------- ----- ---------------

John E. Kelly 30,000 19.1% $0.75 December 31, 2009

P. Evan Lasky 22,000 14.0% $0.75 December 31, 2009

Members of the Board of Directors, other than members who are also officers
of the Company, are entitled to receive a fee of $2,000 per year and $250 for
each attended meeting of the Board of Directors. During the fiscal year ended
November 30, 1999, the Company paid $2,000 to Mr. Grant and $1,500 to Mr. White
for service as a director. Other than the payments to Mr. Grant and Mr. White,
the Company has not paid any directors' fees.

ACTIONS TO BE TAKEN AT MEETING

The Meeting is called by the Board of Directors of the Company to consider
and act upon the following matters:

(1) The election of five directors of the Company; and

(2) Such other matters as may properly come before the Meeting or any
adjournment(s) thereof.

The holders of one-third of the outstanding shares of Common Stock of the
Company, present at the Meeting in person or represented by proxy, shall
constitute a quorum. If a quorum is present, directors are elected by a
plurality of the vote, i.e., that number of candidates equaling the number of
directors to be elected, having the highest number of votes cast in favor of
their election, will be elected to the Board of Directors. As to all other
matters voted on at the Meeting, action on a matter is approved by a voting
group if a quorum is present and if the votes cast by the voting group favoring
the action exceed the votes cast by the voting group opposing the action. Where
brokers have not received any instruction from their clients on how to vote on a
particular proposal, brokers are permitted to vote on routine proposals but not
on nonroutine matters. The absence of votes on nonroutine matters are "broker
nonvotes." Abstentions and broker nonvotes will be counted as present for
purposes of establishing a quorum, but will have no effect on the election of
directors. Abstentions and broker nonvotes on proposals other than the election
of directors, if any, will be counted as present for purposes of the proposal
and will have the effect of a vote against the proposal.

PROPOSAL NUMBER ONE

ELECTION OF DIRECTORS

The number of directors on the Company's Board of Directors has been
established by the Bylaws of the Company and by resolution of the Board of
Directors as five directors.

The persons named in the enclosed form of Proxy will vote the shares
represented by Proxies received by them for the election of the five nominees
for director named below. If, at the time of the Meeting, any of these nominees
shall become unavailable for any reason, which event is not expected to occur,
the persons entitled to vote the Proxies will vote for such substitute nominee
or nominees, if any, as they determine in their sole discretion or the Board of
Directors may reduce the number of directors to be elected. If elected, Messrs.
J. S. Corcoran, John W. Grant, F. Edward Gustafson, John E. Kelly and Laura K.
McGrath will hold office until the annual meeting of shareholders to be held in
2001, until their successors are duly elected or appointed or until their
earlier death, resignation or removal. The nominees for director, each of whom
has consented to serve if elected, are as follows:

Director Principal Occupation
Name of Nominee Since Age For Last Five Years
- --------------- ----- --- -------------------

J. S. Corcoran 1989 57 Self-employed as a business
consultant since October, 1996;
executive officer of D. P. Kelly &
Associates L.P., a firm offering
management services, from November,
1988 to January, 1997; executive
officer of Envirodyne Industries,
Inc., a manufacturer of food
packaging and food service supplies,
from June, 1989 to March 1996.

John W. Grant 1989 75 Retired since September, 1987.

F. Edward Gustafson 1989 58 Executive officer of D. P. Kelly &
Associates L.P., a firm offering
management services, since November,
1988; executive officer of
Envirodyne Industries, Inc., a
manufacturer of food packaging and
food service supplies since June,
1989; director of Envirodyne
Industries, Inc. since December,
1993; executive officer of Viskase
Corporation, a wholly-owned
subsidiary of Envirodyne Industries,
Inc., from February, 1990 to August,
1993.

John E. Kelly 1989 60 Executive officer of the Company
since September, 1989.

Laura K. McGrath 2000 43 General Partner of KMK & Associates,
an investment partnership, since
May, 1986; President of Emerald
Valley Farms, Inc., a farm land
acquisition and management company,
since March, 1999; Treasurer of the
Donald P. and Byrd M. Kelly
Foundation, a family foundation that
focuses on educational support for
non-profit organizations, since
November, 1988.

THE BOARD RECOMMENDS A VOTE IN FAVOR OF THE ELECTION OF THE NOMINEES.

INDEPENDENT PUBLIC ACCOUNTANTS

The Company's principal independent public accountants for the fiscal year
ended November 30, 1999, were Erhardt, Keefe, Steiner & Hottman, P.C. The Board
of Directors has not met to select the principal independent public accountants
for the fiscal year ended November 30, 2000, although it is anticipated that
Erhardt, Keefe, Steiner & Hottman, P.C. will be selected as the Company's
principal independent public accountants for the fiscal year ended November 30,
2000. Representatives of Erhardt, Keefe, Steiner & Hottman, P.C. are expected to
be present at the Meeting, have an opportunity to make a statement if they
desire to do so and to be available to respond to appropriate questions.

1999 ANNUAL REPORT TO SHAREHOLDERS

Included with this Proxy Statement is the Company's 1999 Annual Report to
Shareholders which contains the Company's Annual Report on Form 10-KSB for the
fiscal year ended November 30, 1999. The Company will provide, without charge,
to each person solicited upon written request, an additional copy of the
Company's Annual Report on Form 10-KSB for the fiscal year ended November 30,
1999 and a copy of the exhibits to the Form 10-KSB for the fiscal year ended
November 30, 1999 as required to be filed with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934, as amended. For
additional copies please write to Mr. James Q. Race, Secretary of the Company,
at 7173 South Havana Street, Suite 600, Englewood, Colorado 80112.

SHAREHOLDER PROPOSALS

Proposals of shareholders intended to be presented at the next annual
meeting of the Company's shareholders must be received by the Company by
February 9, 2001 to be considered for inclusion in the proxy statement and form
of proxy relating to the next annual meeting.

With respect to shareholder proposals which shareholders do not request be
included in the Company's proxy statement to be used in connection with the
Company's annual meeting of shareholders, proxies that confer discretionary
authority will not be able to be voted on such a shareholder proposal if the
shareholder provides the Company with advance written notice of the
shareholder's proposal on a date in the current year that is at least 45 days
prior to the date the prior year's proxy materials were mailed to the Company's
shareholders. If a shareholder fails to so notify the Company, proxies that
confer discretionary authority will be able to be voted when the proposal is
presented at the annual meeting of shareholders.

For shareholder proposals that the shareholders do not request be included
in the Company's proxy statement but plan to present at the Company's next
annual meeting of shareholders, proxies which confer discretionary authority
will be able to be voted on those shareholder proposals unless the Company
receives notice of the proposals by no later than May 25, 2001.

SOLICITATION OF PROXIES

The cost of soliciting proxies, including the cost of preparing, assembling
and mailing this proxy material to shareholders, will be borne by the Company.
Solicitations will be made only by use of the mails, except that, if necessary
to obtain a quorum, officers and regular employees of the Company may make
solicitations of proxies by telephone or electronic facsimile or by personal
calls. Brokerage houses, custodians, nominees and fiduciaries will be requested
to forward the proxy soliciting material to the beneficial owners of the
Company's shares held of record by such persons and the Company will reimburse
them for their charges and expenses in this connection.

OTHER BUSINESS

The Company's Board of Directors does not know of any matters to be
presented at the Meeting other than the matters set forth herein. If any other
business should come before the Meeting, the persons named in the enclosed form
of Proxy will vote such Proxy according to their judgment on such matters.

BY ORDER OF THE BOARD OF DIRECTORS

JAMES Q. RACE, SECRETARY

Englewood, Colorado
June 9, 2000

PROXY

PAK MAIL CENTERS OF AMERICA, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 23, 2000

The undersigned hereby constitutes and appoints John Kelly, P. Evan Lasky
and James Q. Race, and each of them, the true and lawful attorneys and proxies
of the undersigned with full power of substitution and appointment, for and in
the name, place and stead of the undersigned, to act for and to vote all of the
undersigned's shares of $0.001 par value common stock of Pak Mail Centers of
America, Inc. (the "Company") at the Annual Meeting of Shareholders (the
"Meeting") to be held at the offices of the Company, 7173 South Havana Street,
Suite 600, Englewood, Colorado 80112, on Friday, June 23, 2000, at 9:00 a.m.
Mountain Time, and at all adjournments thereof for the following purposes:

1. Election of Directors.

[ ] FOR THE DIRECTOR NOMINEES LISTED [ ] WITHHOLD AUTHORITY TO VOTE FOR ALL
BELOW (EXCEPT AS MARKED TO THE NOMINEES LISTED BELOW
CONTRARY BELOW)

INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.

J. S. Corcoran John W. Grant
F. Edward Gustafson John E. Kelly
Laura K. McGrath

2. In their discretion, the Proxies are authorized to vote upon such other
business as lawfully may come before the Meeting.

The undersigned hereby revokes any proxies as to said shares heretofore
given by the undersigned and ratifies and confirms all that said attorneys and
proxies lawfully may do by virtue hereof.

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO
SPECIFICATION IS MADE, THEN THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED
AT THE MEETING OF ELECTION OF THE NOMINEES FOR DIRECTOR AS SELECTED BY THE BOARD
OF DIRECTORS.

It is understood that this proxy confers discretionary authority in respect
to matters not known or determined at the time of the mailing of the Notice of
Annual Meeting of Shareholders to the undersigned. The proxies and attorneys
intend to vote the shares represented by this proxy on such matters, if any, as
determined by the Board of Directors.

The undersigned hereby acknowledges receipt of the Notice of Annual Meeting
of Shareholders and the Proxy Statement and Annual Report to Shareholders
furnished therewith.

Dated and Signed:

________________________________, 2000

______________________________________

Signature(s) should agree with the
name(s) stenciled hereon. Executors,
administrators, trustees, guardians and
attorneys should so indicate when
signing. Attorneys should submit powers
of attorney.