UPTOWNER INNS INC
DEF 14A, 1996-05-24
HOTELS & MOTELS
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                                                     NO POSTAGE
                                                     NECESSARY
                                                      IF MAILED
                                                       IN THE
                                                    UNITED STATES


         Business Reply Mail                                    
  FIRST CLASS MAIL PERMIT NO. 501 HUNTINGTON, WV                
        POSTAGE WILL BE PAID BY ADDRESSEE                        
                                                                 
                        
          UPTOWNER INNS, INC.   
            P. O. BOX 2172
              HUNTINGTON, WV  25722-9985






          



























STOCKHOLDER'S PROXY           The undersigned  hereby constitutes and appoints
                         JAMES R. CAMP,  OLIVE HAGER,  AND VIOLET MIDKIFF, and  
 SOLICITED BY THE        any of them,  proxies  of the  undersigned, with full
                         power of substitution to vote the stock of the under-
 BOARD OF DIRECTORS      signed  at  the  Annual  Meeting  of  Stockholders of
                         UpTowner Inns, Inc., to  be  held at  the Holiday Inn 
OF UPTOWNER INNS, INC.   University Area, 1415 Fourth Avenue, Huntington, West
                         Virginia,  on  Thursday, June 6, 1996  at 10:00 A.M.,
      1995               Eastern  Daylight  Time,  or any adjournment thereof, 
(a) upon the  election  of  directors,  and  (b)  in their discretion, for the
transaction of any  other  business which may properly come before the meeting
or any adjournment thereof.
 
     The shares  represented  by  this  proxy  will be voted for the following
nominees:  James R. Camp, Louis Abraham, Arthur J. Huber, Carl Midkiff, Violet
Midkiff and Olive Hager.  To  withhold  authority  to  vote for any individual
nominee, write that nominee's name in the space below. 


                                                                 

(Please date and sign your name or names exactly as appears hereon.  If shares
are registered in more that one name, then each registered owner must sign.)

 
                                               Dated                    , 1996


       |                           |                            
                                                  (Shareholder's Signature)
             Shareholder's
             Address Label   
                                                              
       |                           |              (Shareholder's Signature)


                                                              
                                                  (Shareholder's Signature)


                                            Please sign and return this proxy.
                                      No postage is necessary.  This proxy may
                                be revoked at any time before it is exercised.


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