DFAN14A, 1999-03-08
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                                  SCHEDULE 14A

                                 (RULE 14A-101)

                            SCHEDULE 14A INFORMATION

           Proxy Statement Pursuant to Section 14(a) of the Securities
                     Exchange Act of 1934 (Amendment No. 1)

Filed by the registrant |_|
Filed by a party other than the registrant |x|

Check the appropriate box:

|_| Preliminary proxy statement.   |_| Confidential, for use of the Commission
                                       only (as permitted by Rule 14a-6(e)(2)).

|_| Definitive proxy statement.
|x| Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12.

- -------------------------------------------------------------------------------
                (Name of Registrant as Specified in Its Charter)
                                 INFINITY, INC.
- -------------------------------------------------------------------------------

    (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
                                 DAVID J. SMITH

Payment of filing fee (check the appropriate box):

|x| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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:
- -------------------------------------------------------------------------------

                                 David J. Smith
                                 21 Maria Place
                        Ponte Vedra Beach, Florida 32082

                                  March 3, 1999

To Fellow Shareholders of Infinity, Inc.:

         On  January  25,  1999,  I  filed  with  the  Securities  and  Exchange
Commission,  under  cover of  Schedule  14A (the  "Prior  Filing"),  a letter to
shareholders of Infinity, Inc. ("Infinity").  I enclosed with that letter a copy
of a letter that I sent in  December  1998 to Stanton  Ross,  the  President  of

         I hereby retract the statements that I made in the Prior Filing.  These
statements  were  improvidently  included in the Prior Filing and represented an
expression  of my  exasperation  and  frustration  rather than an  expression of
documentary fact.

         My  exasperation  and  frustration  primarily  stems from the  dramatic
decline in the stock price of Infinity from a high of $3.75 per share in October
1997 to $.28 per share in February  1999.  This  represents a 92% decline in the
stock  price  over this  period.  My  frustration  also stems from the fact that
during 1997 and 1998,  the Board of Directors of Infinity  issued to Mr. Stanton
Ross,  the CEO of Infinity,  options to acquire  185,000  shares of Infinity and
increased  Mr. Ross'  compensation  by $10,000.  During the year ended March 31,
1997 the Board of Directors  also reduced the exercise  price for an  additional
200,000  options  previously  granted  to  Irving  Strickstein,  a member of the
advisory board of Infinity, from $2.00 per share to $.9375 per share.

         In  addition,  at the 1998  annual  meeting of  shareholders,  Mr. Ross
reported to the  shareholders  that he expected that Infinity's  Raton Basin gas
properties would generate cash flow of $.20 per share in 1999 and $.40 per share
in 2000. Nevertheless, Infinity recently sold the Raton Basin gas properties for
a total  of $8.5  million  (or  $.72  per  share,  based  on  11,780,563  shares
outstanding as of September 2, 1998, as reported in Infinity's proxy statement).

         I am not soliciting  your proxy or your vote by this  communication.  I
beneficially own 361,499 shares of Infinity common stock.

                                                              Very truly yours,

                                                              /s/ David J. Smith

                                                              David J. Smith

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