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 Section 240.14a-11(c) or
                 Section 240.14a-12

                                            NETWORK COMPUTING
                                  DEVICES, INC.
      -----------------------------------------------------------------------
                 (Name of Registrant as Specified In Its Charter)

                                            NETWORK COMPUTING
                                  DEVICES, INC.
      -----------------------------------------------------------------------
                    (Name of Person(s) Filing Proxy Statement)

      

Payment of Filing Fee (Check the appropriate box):

          
/X/        No fee required.
/ /        Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
           and 0-11.
           (1)  Title of each class of securities to which transaction
                applies:
                ------------------------------------------------------------
           (2)  Aggregate number of securities to which transaction applies:
                ------------------------------------------------------------
           (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):
                ------------------------------------------------------------
           (4)  Proposed maximum aggregate value of transaction:
                ------------------------------------------------------------
           (5)  Total fee paid:
                ------------------------------------------------------------

/ /        Fee paid previously with preliminary materials.

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

           (1)  Amount Previously Paid:
                ------------------------------------------------------------
           (2)  Form, Schedule or Registration Statement No.:
                ------------------------------------------------------------
           (3)  Filing Party:
                ------------------------------------------------------------
           (4)  Date Filed:
                ------------------------------------------------------------



                                     [LOGO]

February 27, 2001

Dear Stockholder:

    A special meeting of stockholders of Network Computing Devices, Inc. will be
held on March 21, 2001 at 10:00 a.m. local time, at NCD's headquarters at 301
Ravendale Drive, Mountain View, California, for the purpose of considering and
approving an amendment to NCD's Certificate of Incorporation to effect a reverse
stock split of between 1-for-2 and 1-for-4. You are cordially invited to attend.

    The Notice of Special Meeting of Stockholders and a Proxy Statement, which
describe the formal business to be conducted at the meeting, follow this letter.

    After reading the Proxy Statement, please promptly mark, sign and return the
enclosed proxy card in the prepaid envelope to assure that your shares will be
represented. Your shares cannot be voted unless you date, sign, and return the
enclosed proxy card or attend the annual meeting in person. Regardless of the
number of shares you own, your careful consideration of, and vote on, the
matters before our stockholders is important.

Very truly yours,

RUDOLPH G. MORIN

PRESIDENT AND CHIEF EXECUTIVE OFFICER

                        NETWORK COMPUTING DEVICES, INC.

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

                   NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

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

                           To Be Held March 21, 2001

TO THE STOCKHOLDERS:

    Notice is hereby given that a special meeting of the stockholders of Network
Computing Devices, Inc., a Delaware corporation, will be held on March 21, 2001,
at 10:00 a.m. local time, at our principal offices located at 301 Ravendale
Drive, Mountain View, California, for the following purposes:

    1.  To consider and approve an amendment to our Amended and Restated
       Certificate of Incorporation to permit the Board of Directors to effect a
       reverse split of our outstanding Common Stock by a ratio of between
       1-for-2 and 1-for-4.

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

    Stockholders of record at the close of business on February 5, 2001 are
entitled to notice of, and to vote at, this meeting and any adjournment or
postponement.

                                          By Order of the Board of Directors,

                                          Rudolph G. Morin

                                          PRESIDENT AND CHIEF EXECUTIVE OFFICER

Mountain View, California
February 27, 2001

IMPORTANT: PLEASE FILL IN, DATE, SIGN AND PROMPTLY MAIL THE ENCLOSED PROXY CARD
IN THE ACCOMPANYING POSTAGE-PAID ENVELOPE TO ASSURE THAT YOUR SHARES ARE
REPRESENTED AT THE MEETING. IF YOU ATTEND THE MEETING, YOU MAY CHOOSE TO VOTE IN
PERSON EVEN IF YOU HAVE PREVIOUSLY SENT IN YOUR PROXY CARD.

              PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS

    The accompanying proxy is solicited by the Board of Directors of Network
Computing Devices, Inc., a Delaware corporation, for use at a special meeting of
stockholders to be held on March 21, 2001, or any adjournment or postponement,
for the purposes set forth in the accompanying Notice of Special Meeting of
Stockholders. The date of this Proxy Statement is February 27, 2001, the
approximate date on which this Proxy Statement and the accompanying form of
proxy were first sent or given to stockholders.

                       SOLICITATION AND VOTING OF PROXIES

    We will bear the cost of soliciting proxies. In addition to soliciting
stockholders by mail through its employees, we will request banks and brokers,
and other custodians, nominees and fiduciaries, to solicit their customers who
have our stock registered in the names of such persons and will reimburse them
for their reasonable, out-of-pocket costs. We have retained the services of
ChaseMellon Shareholder Services, L.L.C. to aid in the solicitation of proxies,
deliver proxy materials to brokers, nominees, fiduciaries and other custodians
for distribution to beneficial owners of stock and to solicit proxies therefrom.
ChaseMellon will receive a fee of approximately $6,500 and reimbursement of all
reasonable out-of-pocket expenses. In addition, we may use the services of our
officers, directors and others to solicit proxies, personally or by telephone,
without additional compensation.

    On February 5, 2001, we had outstanding 17,613,237 shares of Common Stock
and 220,000 shares of Series B Preferred Stock, all of which are entitled to
vote with respect to all matters to be acted upon at the annual meeting. Each
stockholder of record as of that date is entitled to one vote for each share of
Common Stock and 10 votes for each share of Series B Preferred Stock held by him
or her. Our Bylaws provide that a majority of all of the shares of the stock
entitled to vote, whether present in person or represented by proxy, shall
constitute a quorum for the transaction of business at the meeting. Votes for
and against, abstentions and "broker non-votes" will each be counted as present
for purposes of determining the presence of a quorum.

    All valid proxies received before the meeting will be exercised. All shares
represented by a proxy will be voted, and where a stockholder specifies by means
of his or her proxy a choice with respect to any matter to be acted upon, the
shares will be voted in accordance with the specification so made. If no choice
is indicated on the proxy, the shares will be voted in favor of the proposal. A
stockholder giving a proxy has the power to revoke his or her proxy at any time
before the time it is exercised by delivering to our Secretary a written
instrument revoking the proxy or a duly executed proxy with a later date, or by
attending the meeting and voting in person.

                                       1

        SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

    The following table sets forth, as of February 5, 2001, certain information
with respect to the beneficial ownership of our Common Stock by (i) each
stockholder known by us to be the beneficial owner of more than 5% of our Common
Stock, (ii) each director, (iii) our Chief Executive Officer and the other
executive officer and former executive officers who earned at least $100,000
during the year ended December 31, 2000, and (iv) all directors and executive
officers as a group:



                                                              NUMBER OF     PERCENT OF
                                                               SHARES      COMMON STOCK
NAME OF BENEFICIAL OWNER(1)                                     OWNED     OUTSTANDING(2)
- ---------------------------                                   ---------   --------------
                                                                    
Guenther Pfaff(3) ..........................................  4,000,500        21.7%
  Underbachstrasse 22
  CH-6318 Walchwil, Switzerland
SCI Systems, Inc.(4) .......................................  3,300,000        15.6%
  2101 West Clinton Avenue
  Huntsville, Alabama 35805
Tektronics, Inc.(5) ........................................  1,750,000         9.3%
  P.O. Box 500, MS 55-722
  Beaverton, OR 97077
Alan Andreini(6) ...........................................  1,171,600         6.6%
  395 Hudson Street
  New York, NY 10014
Kiskiminetas Springs School(7) .............................  1,036,800         5.8%
  1888 Brett Lane
  Saltsburg, PA 15681
Robert G. Gilbertson(8).....................................    722,894         3.9%
Rudolph G. Morin(9).........................................    432,139         2.4%
Douglas H. Klein(10)........................................    177,543         1.0%
Stephen A. MacDonald(11)....................................     51,250           *
Michael A. Garner(12).......................................     18,250           *
Gregory S. Wood(13).........................................          0           *
John DeSantis(14)...........................................     17,192           *
Directors and executive officers                              5,419,768        27.4%
  as a group (8 persons)(15)................................


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

   * Less than 1%.

 (1) The persons or entities named in the table above have sole voting and
     investment power with respect to all shares of Common Stock shown as
     beneficially owned by them, subject to community property laws where
     applicable and to the information contained in the footnotes to this table.

 (2) Calculated on the basis of 17,613,237 shares of Common Stock outstanding as
     of February 5, 2001, except that shares of Common Stock underlying options,
     warrants and convertible notes exercisable or convertible within 60 days of
     February 5, 2001 are deemed outstanding for purposes of calculating the
     beneficial ownership of Common Stock of the holders of such options.

 (3) Includes shares of Series B Preferred Stock that are convertible into
     2,200,000 shares of Common Stock and a warrant that is exercisable for
     600,000 shares of Common Stock.

 (4) Represents the number of shares into which a 13 month convertible note
     amounting to $3.3 million may be converted at any time during the note
     period.

 (5) Includes a warrant to purchase 1,000,000 shares which is currently
     exercisable.

                                       2

 (6) Based on a Schedule 13G Amendment filed by Alan Andreini on February 14,
     2000 reflecting ownership of securities listed in this table for his own
     account and by persons for whom he exercises trading authority. As of
     December 31, 1999, Mr. Andreini's accounts held 934,500 shares of common
     stock. As of December 31, 1999, Mr. Andreini was authorized to exercise
     trading authority over: (i) an account of Kiskiminetas at PaineWebber,
     which held 170,000 shares of common stock; (ii) the account of The Andreini
     Foundation (the "Foundation") which held 23,500 shares of common stock;
     (iii) the account of John D. Andreini (who is deceased) and Blanche M.
     Andreini (the "Parents") at Cheevers Hand & Angeline, Inc., which held
     41,700 shares of common stock; and (iv) an account at Piper Jaffray, Inc.
     for the benefit of his son, Alan J. Andreini, Jr., under Illinois Uniform
     Transfers to Minors Act, which held 2,000 shares of common stock. Pursuant
     to the rules promulgated under the federal securities laws, Mr. Andreini
     may be deemed to be the beneficial owner of the common stock owned by each
     such person because he has shared investment and voting power in respect of
     the account of Kiskiminetas and the account of the Parents, and has sole
     investment and voting power in respect of the Foundation and of the account
     of his son. Mr. Andreini disclaims beneficial ownership of the common stock
     held by Kiskiminetas, the Parents and the Foundation.

 (7) Based on a Schedule 13G filed by Kiskiminetas Springs School
     ("Kiskiminetas") on February 10, 2000, Kiskiminetas is a non-profit
     educational institution that has an endowment composed of Network Computing
     Devices, Inc. common stock and certain other securities. The voting power
     and the investment power of Kiskiminetas over the shares of common stock
     vested in the Finance Committee of the Board of Trustees of Kiskiminetas
     (the "Finance Committee"), which is exercised by the approval of the
     majority of the members thereof. The Finance Committee is composed of seven
     members. The Members of the Finance Committee are Alan J. Andreini, Michael
     Yukevich, Jr., John A. Pidgeon, Allen R. Glick, Carl L. Kalnow, James P.
     Moore, Jr., Maynard H. Murch, IV, and Janice Fuellhart. Since the
     decision-making power is vested in the Finance Committee, we need not be
     concerned with which individuals are responsible for administering which
     brokerage account.

 (8) Includes 702,500 shares of Common Stock that may be acquired upon exercise
     of options that are currently exercisable or will become exercisable within
     60 days after February 5, 2001.

 (9) Includes 415,729 shares of Common Stock that may be acquired upon exercise
     of options that are currently exercisable or will become exercisable within
     60 days after February 5, 2001.

 (10) Includes 170,375 shares of Common Stock that may be acquired upon exercise
      of options that are currently exercisable or will become exercisable
      within 60 days after February 5, 2001.

 (11) Consists of 51,250 shares of Common Stock that may be acquired upon
      exercise of options that are currently exercisable or will become
      exercisable within 60 days after February 5, 2001.

 (12) Consists of 18,250 shares of Common Stock that may be acquired upon
      exercise of options that are currently exercisable or will become
      exercisable within 60 days after February 5, 2001.

 (13) Mr. Wood's employment with the Company as its Chief Financial Officer
      terminated in November 2000. He is expected to be included in the Summary
      Compensation Table in the Company's 2001 Proxy Statement and is therefore
      included in this table pursuant to the rules of the Securities and
      Exchange Commission.

 (14) Mr. DeSantis' employment with the Company as its Senior Vice President of
      Sales and Marketing terminated in April 2000. He is expected to be
      included in the Summary Compensation Table in the Company's 2001 Proxy
      Statement and is therefore included in this table pursuant to the rules of
      the SEC.

 (15) Includes 1,958,104 shares of Common Stock that may be acquired upon
      exercise of options that are currently exercisable or will become
      exercisable within 60 days after February 5, 2001. Also includes shares of
      Series B Preferred Stock that are convertible into 2,200,000 shares of
      Common Stock and a warrant that is exercisable for 600,000 shares of
      Common Stock. See footnote 3.

                                       3

           APPROVAL OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION
                 TO EFFECT A ONE-FOR-FOUR REVERSE SPLIT OF THE
                       OUTSTANDING SHARES OF COMMON STOCK

PROPOSED AMENDMENT

    Our board of directors has proposed amending Article IV of our certificate
of incorporation to effect a reverse stock split in which the outstanding shares
of common stock, referred to as "old common stock," will be combined and
reconstituted as a smaller number of shares of common stock, referred to as "new
common stock," in a ratio of between two and four shares of old common stock for
each share of new common stock. The permissible ratios between two and four will
vary by increments of 0.1, such that we could effect a 1-for-2.8 reverse split
but not a 1-for-2.75 reverse split. The exact ratio will be determined by the
board based on prevailing market conditions at the time the reverse stock split
is effected. Stockholders are being asked to approve a separate amendment to the
certificate of incorporation corresponding to each of the possible reverse split
ratios between two and four, with the board having the authority to give its
final approval to only one of such amendments.

    By approving the proposed amendment, the stockholders will be authorizing
the board to implement the reverse split at any time on or before December 31,
2001 or to abandon the reverse split at any time. If the amendment has not been
filed with the Delaware Secretary of State by the close of business on the
foregoing date, the board will either resolicit stockholder approval or abandon
the reverse split.

    The text of the proposed amendment is attached to this proxy statement as
Appendix A.

PURPOSES AND EFFECTS OF THE REVERSE STOCK SPLIT

    The purposes of the reverse stock split are to reduce the number of common
shares of our stock outstanding, to increase the per share trading price of our
common stock and to bolster the company's attempt to secure the continued
listing of our common stock on the Nasdaq National Market or re-listing upon any
other national exchange.

    The immediate effect of the reverse stock split will be to decrease the
number of shares of common stock outstanding from approximately 17,613,237
shares to between approximately 8,806,618 shares and approximately 4,403,319
shares. In addition, the reverse split will result in a proportionate decrease
in the number of shares authorized for issuance under our stock option and stock
purchase plans and the number of shares of common stock issuable upon exercise
of outstanding options, and a proportionate increase in the exercise prices of
outstanding options. As a result, following the effective date, the number of
shares of common stock issuable upon the exercise of outstanding options will be
reduced from approximately 3,124,498 shares to between approximately 1,562,249
shares and approximately 781,125 shares.

    The reverse stock split will also decrease the number of shares into which
an outstanding convertible note may be converted and the number of shares into
which all outstanding warrants may be converted. As a result, the number of
shares into which the convertible note may be converted will be reduced from
3,300,000 to between approximately 1,650,000 shares and approximately 825,000
shares and the number of shares into which the warrants may be converted will be
reduced from 1,600,000 shares to between approximately 800,000 shares and
approximately 400,000 shares.

    The reduction in the number of outstanding shares is expected to increase
the trading price of our common stock, although there can be no assurance that
such price will increase in proportion to the ratio of the reverse stock split
ratio. The trading price of our common stock depends on many factors, including
many which are beyond our control. The higher stock price may increase investor
interest and reduce resistance of brokerage firms to recommend the purchase of
our common stock. On the other hand, to the extent that negative investor
sentiment regarding our common stock is not based on our underlying business
fundamentals, the reverse split may not overcome such sentiment enough to
increase our stock price to a level that consistently exceeds $1.00 per share.

                                       4

    On November 9, 2000, we received a notice from Nasdaq that our common stock
had failed to maintain a minimum bid price of $1.00 over the last 30 consecutive
trading days as required for continued listing on the Nasdaq National Market.
The notice states that if at any time before February 4, 2001, the closing bid
price of our common stock is not at least $1.00 for a minimum of 10 consecutive
trading days, Nasdaq will reevaluate our compliance with its listing
qualifications. We have filed an appeal of Nasdaq's delisting proceeding,
pending which our common stock will remain listed on the Nasdaq National Market.
Since December 1, 2000, the closing sale price of our common stock has ranged
from $0.10 to $0.625 per share.

    If the market price for our common stock remains below $1.00 per share and
our common stock is no longer listed on the Nasdaq National Market, our common
stock may be deemed to be penny stock. If our common stock is considered penny
stock, it would be subject to rules that impose additional sales practices on
broker-dealers who sell our securities. For example, broker-dealers must make a
special suitability determination for the purchaser, receive the purchaser's
written consent to the transaction prior to sale, and make special disclosures
regarding sales commissions, current stock price quotations, recent price
information and information on the limited market in penny stock. Because of
these additional obligations, some brokers may not effect transactions in NCD
stock, which could adversely affect the liquidity of such common stock.

    The shares of new common stock will be fully paid and non-assessable. The
amendment will not change the terms of our common stock. The shares of new
common stock will have the same voting rights and rights to dividends and
distributions and will be identical in all other respects to the common stock
now authorized. No stockholder's percentage ownership of common stock will be
altered except for the effect of rounding fractional shares.

VOTE REQUIRED AND BOARD OF DIRECTORS' RECOMMENDATION

    The affirmative vote of a majority of the outstanding shares of common stock
and a majority of the outstanding shares Series B Preferred Stock is required
for approval of this proposal. Abstentions and broker non-votes will be counted
as present for purposes of determining if a quorum is present but will have the
same effect as a negative vote on this proposal.

    THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDER VOTE FOR
APPROVAL OF THE AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO EFFECT A
REVERSE SPLIT OF THE OUTSTANDING SHARES OF COMMON STOCK.

    The board of directors believes that the reverse stock split is likely to
result in the bid price of our common stock increasing over the $1.00 minimum
bid price requirement, thereby permitting the continued listing of our common
stock on the Nasdaq National Market. However, the market price of our common
stock may not rise in proportion to the reduction in the number of outstanding
shares resulting from the reverse split. Moreover, our share price, together
with the trading price of a large number of similar securities, has been subject
to a downward trend over the past nine months, and the price may not remain
above $1.00 even if it exceeds that price initially following the reverse split.
Further, the liquidity of our common stock may be adversely affected by the
reduced number of shares outstanding after the reverse stock split. In addition,
the split will increase the number of stockholders who own "odd lots," which
consist of blocks of fewer than 100 shares. Stockholders who hold odd lots may
be required to pay higher brokerage commissions when they sell their shares and
may have greater difficulty in making sales.

EFFECTIVENESS OF THE REVERSE STOCK SPLIT

    If this proposal is approved by stockholders, management intends to file the
amendment to our certificate of incorporation with the Delaware Secretary of
State promptly after the board of directors approves the final conversion ratio,
upon which the reverse split will become effective. Upon the filing of the
amendment, all the old common stock will be converted into new common stock as
set forth in the

                                       5

amendment. Even if the reverse stock split is approved by stockholders, our
board of directors has discretion to decline to carry out the reverse split if
it determines for any reason that the reverse split will not be in our best
interests. If the reverse split is not implemented on or before December 31,
2001, the board of directors will either resolicit stockholder approval or
abandon the reverse split.

CERTIFICATES AND FRACTIONAL SHARES

    As soon as practicable after the effective date, NCD will request that all
stockholders return their stock certificates representing shares of old common
stock outstanding on the effective date in exchange for certificates
representing the number of whole shares of new common stock into which the
shares of old common stock have been converted as a result of the reverse stock
split. Each stockholder will receive a letter of transmittal from NCD's transfer
agent containing instructions on how to exchange certificates. STOCKHOLDERS
SHOULD NOT SUBMIT THEIR OLD CERTIFICATES TO THE TRANSFER AGENT UNTIL THEY
RECEIVE THESE INSTRUCTIONS. In order to receive new certificates, stockholders
must surrender their old certificates in accordance with the transfer agent's
instructions, together with the properly executed and completed letter of
transmittal.

    Beginning with the effective date, each old certificate, until exchanged as
described above, will be deemed for all purposes to evidence ownership of the
number of whole shares of new common stock into which the shares evidenced by
the old certificates have been converted.

    No fractional shares will be issued. Any fractional shares created as a
result of the reverse split will be rounded to the nearest whole share.

                     STOCKHOLDER PROPOSALS TO BE PRESENTED
                             AT NEXT ANNUAL MEETING

    Our bylaws require advance notice of any stockholder proposals to be brought
before a stockholders' meeting. Under the bylaws, in order for business to be
properly brought before a meeting by a stockholder, the stockholder must have
given timely notice thereof in writing to the Secretary of the Company.

    To be timely, a stockholder proposal to be presented at an annual meeting
must be received at our principal executive offices not less than 120 calendar
days in advance of the date that our proxy statement was released to
stockholders in connection with the previous year's annual meeting of
stockholders, except that if the date of the annual meeting is advanced by more
than 30 calendar days from the date contemplated at the time of the previous
year's proxy statement the stockholder proposal must be received not later than
the close of business on the 10th day following the day on which the date of the
meeting is made public.

    Because the deadline for presenting stockholder proposals at the 2001 annual
meeting was December 31, 2000, no such stockholder proposals may be presented
unless the annual meeting is scheduled for a date after May 1, 2001.

                                       6

                         TRANSACTION OF OTHER BUSINESS

    At the date of this proxy statement, the Board of Directors knows of no
business that will be conducted at the special meeting other than as described
in this proxy statement. If any other matter or matters are properly brought
before the meeting, or any adjournment or postponement of the meeting, it is the
intention of the persons named in the accompanying form of proxy to vote the
proxy on such matters in accordance with their best judgment.

                                          By Order of the Board of Directors

                                          Michael A. Garner
                                          SECRETARY

February 27, 2001

                                       7


                    NETWORK COMPUTING DEVICES, INC.

               PROXY SOLICITED BY THE BOARD OF DIRECTORS
                FOR THE SPECIAL MEETING OF STOCKHOLDERS
                        TO BE HELD MARCH 21, 2001

The undersigned hereby appoints Rudolph G. Morin or Michael A. Garner, or
either of them, each with full power of substitution, as the proxyholder(s)
of the undersigned to represent the undersigned and vote all shares of the
Common Stock of Network Computing Devices, Inc. (the "Company") which the
undersigned would be entitled to vote if personally present at the Special
Meeting of Stockholders of the Company on March 21, 2001, and at any
adjournments or postponements of such meeting, as follows:

     To approve an amendment to the Company's Certificate of Incorporation to
     permit the Board of Directors to effect a reverse split of the
     outstanding Common Stock by a ratio of between 1-for-2 and 1-for-4.

               / /   FOR      / /   AGAINST      / /   ABSTAIN

The Board recommends that you vote FOR the above proposal.  This proxy, when
properly executed, will be voted in the manner directed above.  WHEN NO
CHOICE IS INDICATED, THIS PROXY WILL BE VOTED FOR THE ABOVE PROPOSAL.  This
proxy may be revoked by the undersigned at any time, prior to the time it is
voted by any of the means described in the accompanying proxy statement.


                            Date and sign exactly as name(s) appear(s) on
                            this proxy. If signing for estates, trusts,
                            corporations or other entities, title or capacity
                            should be stated. If shares are held jointly,
                            each holder should sign.



                            ----------------------------------------------------
                                      (Signature(s) of Stockholder(s))



                            ----------------------------------------------------
                                      (Signature(s) of Stockholder(s))



                            Dated              , 2001
                                 --------------


                            PLEASE COMPLETE, DATE AND SIGN THIS PROXY AND RETURN
                            IT PROMPTLY IN THE ENCLOSED ENVELOPE.