PROXY
CUTCO INDUSTRIES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
For the Annual Meeting of Shareholders
March 26, 1997
The undersigned, hereby revoking any proxy heretofore given, hereby
appoints as proxies with power of substitution, Marvin W. Marcus, Michael P.
Kramer and John H. Daniels, and hereby authorizes them, jointly and
individually, to represent and to vote, as designated below, all of the shares
of common stock of CutCo Industries, Inc. held of record by the undersigned
on February 20, 1997, at the Annual Meeting of Shareholders to be held on
March 26, 1997 or any postponement or adjournment thereof, including
authorization to the proxies to vote in their discretion upon such other
business as may properly come before the Meeting.
ELECTION OF DIRECTORS:
NOMINEES ARE: Don vonLiebermann, Ira H. Goldberg and
Vincent K. DePierro
___ ___
/__/ FOR the nominees stated above /__/ WITHHOLD AUTHORITY to vote
(except as marked below) for nominees stated above
___
/__ / WITHHOLD AUTHORITY to vote ___________________
(Continued and to be signed on reverse side)
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" THE ABOVE LISTED
NOMINEES.
Dated:
__________________________________________
__________________________________________
(Please date the proxy and sign exactly as name
appears to the left on this proxy. If shares
are held jointly, signatures should include
both names. Executors, administrators, trustees,
guardians and others signing in a
representative capacity should give their full
titles).
