NEUROMEDICAL SYSTEMS, INC.
PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 20, 1996
The undersigned hereby appoints John B. Henneman, III and Mark R.
Rutenberg as Proxies, each with the power to appoint his
substitute, and hereby authorizes them, to represent and vote, as
designated on the reverse, all shares of common stock of
Neuromedical Systems, Inc. (the "Company") held of record by the
undersigned on May 20, 1996, at the Annual Meeting of
Stockholders of the Company to be held on June 20, 1996 or any
adjournments or postponements thereof. The undersigned hereby
acknowledges receipt of the Notice of Annual Meeting of
Stockholders and Proxy Statement, dated May 20, 1996, and the
1995 Annual Report to Stockholders.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
<PAGE>
FOR all nominees WITHHOLD
(except as noted AUTHORITY
below) to vote for
all nominees
1. ELECTION [ ] [ ] Nominees: Carl Genberg
OF CLASS I Dr. Arthur L. Herbst
DIRECTORS Uzi Ish-Hurwitz
INSTRUCTION: To withhold authority to vote for any
nominee(s), write the name(s) on the line below.
__________________________________________
2. Proposal to ratify the appointment of Ernst & Young LLP as the Company's
independent auditors for this fiscal year ending December 31, 1996.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Transact such other matters as may properly come before the Annual Meeting.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. THIS PROXY WILL
BE VOTED AS DIRECTED. IN THE ABSENCE OF DIRECTION, THIS PROXY WILL BE VOTED
FOR PROPOSALS 1 AND 2.
STOCKHOLDERS ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THIS PROXY PROMPTLY
IN THE ENVELOPE PROVIDED, WHICH REQUIRES NO POSTAGE IF MAILED WITHIN THE
UNITED STATES.
SIGNATURE___________________ _____________________________
DATE:______,1996
PRINT NAME AND TITLE
SIGNATURE___________________ _____________________________
DATE:______,1996
PRINT NAME AND TITLE
Note: Please sign exactly as your name appears on this Proxy.
If acting as executor, administrator, trustee, guardian,
etc., please indicate full title as such when signing.
If a corporation, please sign the full corporate name by
duly authorized officer. If a partnership, please sign
full partnership name by authorized person. If shares
are held jointly, please have each stockholder sign.
