HALLWOOD CONSOLIDATED RESOURCES CORP
DEF 14A, 1998-04-09
CRUDE PETROLEUM & NATURAL GAS
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                            SCHEDULE 14A INFORMATION

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

Filed by Registrant:                        |X|
Filed by a Party other than the Registrant:

Check the appropriate Box:

|_|  Preliminary Proxy Statement
|_|  Confidential, for Use of the Commission Only (as permitted by
          Rule 14a-6(e)(2))
|X|  Definitive Proxy Statement
|_|  Definitive Additional Materials
|_|  Soliciting Materials Pursuant to Section 240.14a-11(c) or
          Section 240.14a-12

                  Hallwood Consolidated Resources Corporation
                (Name of Registrant as Specified in Its Charter)

 -------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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  amount on which the
          filing 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:

<PAGE>


                   HALLWOOD CONSOLIDATED RESOURCES CORPORATION
                         3710 Rawlins Street, Suite 1500
                               Dallas, Texas 75219

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                             to Be Held May 5, 1998

To the Shareholders of HALLWOOD CONSOLIDATED RESOURCES CORPORATION:

     NOTICE IS HEREBY GIVEN that the Annual Meeting of  Shareholders of Hallwood
Consolidated  Resources  Corporation  (the  "Company")  will be held at The Four
Seasons Hotel, 21 Avenue Road, Toronto,  Ontario,  Canada on May 5, 1998 at 9:30
a.m. (Toronto time) for the following purposes:

     1. To elect seven  directors to hold office until the next annual  election
of directors  or until their  respective  successors  have been duly elected and
have qualified.

     2. To transact any and all other business that may properly come before the
meeting or any adjournments thereof.

     The Board of Directors has fixed the close of business on March 31, 1998 as
the Record Date for the determination of shareholders  entitled to notice of and
to vote at the meeting or any adjournments  thereof. Only shareholders of record
at the close of  business  on the Record  Date are  entitled to notice of and to
vote at the meeting.

     YOU ARE CORDIALLY  INVITED TO ATTEND THE MEETING;  HOWEVER,  WHETHER OR NOT
YOU EXPECT TO ATTEND THE  MEETING IN  PERSON,  YOU ARE URGED  PROMPTLY  TO MARK,
SIGN, DATE AND MAIL THE ENCLOSED FORM OF PROXY IN THE ACCOMPANYING  POSTAGE-PAID
ENVELOPE SO THAT YOUR SHARES OF STOCK MAY BE REPRESENTED AND VOTED IN ACCORDANCE
WITH YOUR  WISHES AND IN ORDER THAT THE  PRESENCE  OF A QUORUM MAY BE ASSURED AT
THE  MEETING.  YOU HAVE THE  RIGHT TO  REVOKE  YOUR  PROXY AT ANY TIME  PRIOR TO
VOTING,  EITHER IN PERSON AT THE ANNUAL  MEETING OR BY GIVING  WRITTEN NOTICE TO
THE COMPANY IN THE MANNER  PROVIDED ON THE INITIAL  PAGE OF THE  ENCLOSED  PROXY
STATEMENT.  PROMPT RETURN OF THE PROXY BY OUR SHAREHOLDERS  WILL REDUCE THE TIME
AND EXPENSE OF PROXY SOLICITATION.

                              By Order of the Board of Directors,
                              Cathleen M. Osborn Secretary


March 31, 1998
Dallas, Texas


<PAGE>






                   HALLWOOD CONSOLIDATED RESOURCES CORPORATION
                         3710 Rawlins Street, Suite 1500
                               Dallas, Texas 75219

                               Proxy Statement For
                         Annual Meeting of Shareholders
                             to be Held May 5, 1998

                    SOLICITATION AND REVOCABILITY OF PROXIES

     The accompanying  Proxy is solicited on behalf of the Board of Directors of
Hallwood  Consolidated  Resources Corporation (the "Company") to be voted at the
Annual Meeting of Shareholders of the Company (the "Annual  Meeting") to be held
on May 5,  1998,  at 9:30  a.m.,  at The Four  Seasons  Hotel,  21 Avenue  Road,
Toronto,  Ontario, Canada, for the purposes set forth in the accompanying Notice
of Annual Meeting,  and at any  adjournments  thereof.  This Proxy Statement and
accompanying  form of Proxy are being first  mailed or  distributed  on or about
April 9, 1998.

     The  accompanying  form of Proxy is designed to permit each  shareholder to
vote for, or to withhold voting for, (i) any or all of the nominees for election
as directors of the Company  listed under  Proposal 1 and (ii) to authorize  the
proxies to vote in their  discretion with respect to any other proposal  brought
before the Annual Meeting.  When a  shareholder's  executed and dated proxy card
specifies a choice  with  respect to a voting  matter,  the shares will be voted
accordingly.  If no specification is made, the Proxy will be voted at the Annual
Meeting FOR the election of the nominees  specified under the caption  "Election
of Directors."

     Giving a Proxy  does not  preclude  the right to vote in person  should any
shareholder  giving the Proxy so desire. Any shareholder of the Company giving a
Proxy has the  unconditional  right to revoke his Proxy at any time prior to the
voting  thereof  either in person at the  Annual  Meeting  or by giving  written
notice to the Company addressed to Ms. Cathleen M. Osborn, Secretary, 4582 South
Ulster  Street  Parkway,  Suite  1700,  Denver,  Colorado  80237.  No  notice of
revocation  will be  effective,  however,  until  it has  been  received  by the
Company,  and the notice of revocation  must be received at or before the Annual
Meeting.

     In addition to the solicitation of Proxies by use of the mail, officers and
regular  employees  of the Company may solicit the return of Proxies by personal
interview, mail, telephone and telegraph. The officers and employees will not be
additionally  compensated  but will be reimbursed  for  out-of-pocket  expenses.
Brokerage  houses  and  other  custodians,  nominees  and  fiduciaries  will  be
requested to forward  solicitation  materials to the beneficial owners of stock.
The cost of  preparing,  printing,  assembling  and mailing the Notice of Annual
Meeting,  this Proxy Statement,  the form of Proxy and any additional  material,
the cost of forwarding  solicitation  material to the beneficial owners of stock
and other costs of solicitation will be borne by the Company.

     The Annual Report to Shareholders  covering the Company's fiscal year ended
December 31, 1997, including audited financial statements, is enclosed with this
Proxy  Statement.  The Annual Report does not form any part of the materials for
the solicitation of Proxies.

                             PURPOSES OF THE MEETING

     At the Annual  Meeting,  the  shareholders  will consider and vote upon the
following matters:

1. The election of seven directors to hold office until the next annual election
of directors  or until their  respective  successors  have been duly elected and
have qualified.

2. Such other and further  business as may  properly  come before the meeting or
any adjournments thereof.


<PAGE>


                    VOTING RIGHTS AND PRINCIPAL SHAREHOLDERS

General

     The Board of Directors has fixed the record date for the  determination  of
shareholders  entitled to notice of and to vote at the Annual  Meeting as of the
close of business on March 31, 1998 (the "Record Date").  As of the Record Date,
there were 3,007,852 shares of Common Stock,  par value $0.01 per share,  issued
and outstanding.

Required Vote

     The Company's  Restated  Certificate of Incorporation  does not provide for
cumulative voting.  Assuming the presence of a quorum, the affirmative vote of a
plurality  of the  votes  cast by the  holders  of  shares  of  Common  Stock is
necessary for the election of directors.  Votes will be counted by Registrar and
Transfer  Co.,  the  Company's  transfer  agent and  registrar.  With respect to
abstentions,  the shares are  considered  present at the meeting for purposes of
determining a quorum and voting on a particular  matter,  but since they are not
affirmative  votes  for the  matter,  they  will  have the same  effect as votes
against the matter. With respect to broker non-votes,  the shares are considered
present at the meeting for purposes of determining a quorum but are not entitled
to vote on the  particular  matter as to which the broker  does not have  voting
authority.

Security Ownership of Principal Shareholders and Management

     The following table sets forth information  concerning the number of shares
of Common Stock of the Company owned  beneficially  as of the Record Date by the
persons who, to the knowledge of management,  beneficially owned more than 5% of
the outstanding Common Stock.

<TABLE>
<CAPTION>
         Name and Address                        Amount              Percent of
       of Beneficial Owner                Beneficially Owned       Common Stock
<S>                                         <C>                         <C>
  Hallwood Energy Partners, L.P.            1,374,465 (1)               45.7
   4582 S. Ulster Street Parkway
   Suite 1700
   Denver, Colorado   80237

  Heartland Advisors, Inc.                    463,460 (2)               15.4
   790 North Milwaukee Street
   Milwaukee, WI   53202

  William Baxter Lee, III                      292,800 (3)               9.7
   c/o Glankler Brown, PLLC
   One Commerce Square, Suite 1700
   Memphis, TN   38103
- ------------------
<FN>
(1)  Includes  40,323 shares held by Hallwood Oil and Gas, Inc., a subsidiary of
     Hallwood Energy Partners,  L.P. ("HEP"). HEP has sole voting and investment
     power with respect to the shares  reported.  The general  partner of HEP is
     HEPGP Ltd., a limited partnership, the general partner of which is Hallwood
     G.P., Inc.  (AHallwood  G.P.@) The executive  officers of Hallwood G.P. and
     the  Company  are the same  individuals:  Anthony J.  Gumbiner,  William L.
     Guzzetti, Russell P. Meduna and Cathleen M. Osborn.

(2)  Information is from the Amendment to the Schedule 13G of Heartland Advisors
     dated January 27, 1998. The Schedule 13G states that the shares are held in
     investment  advisory  accounts of  Heartland  Advisors,  Inc.  and that the
     interests of one such account,  Heartland Value Fund, a series of Heartland
     Group, Inc., a registered  investment  company,  relates to more than 5% of
     the Common Stock.

(3) Information is from the Schedule 13D dated November 28, 1997. </FN>
</TABLE>

     The following table sets forth information  concerning the number of shares
of Common Stock of the Company owned beneficially as the Record Date by (i) each
director and executive officer of the Company who owns Common Stock and (ii)


<PAGE>



the directors and executive officers of the Company as a group. Unless otherwise
indicated,  each of the persons named has sole voting and investment  power with
respect to the shares reported.

<TABLE>
<CAPTION>

             Name of                         Amount                Percent of
        Beneficial Owner              Beneficially Owned          Common Stock

    <S>                                <C>                            <C>
    Brian M. Troup                        42,400 (3)                   1.4

    Anthony J. Gumbiner                1,434,065 (2)(3)               46.8

    William L. Guzzetti                1,406,265 (2)(3)               46.3

    Russell P. Meduna                     27,459 (3)                    *

    Robert S. Pfeiffer (1)                   180                        *

    Cathleen M. Osborn                     7,810 (3)                    *

    All directors and executive
     officers as a group
     (ten individuals)                  1,543,714 (2)(3)              48.7
- ------------------
<FN>
     *    Represents less than 1% of the outstanding Common Stock.

     (1)  Mr. Pfeiffer resigned his position with the Company effective March 6,
          1998, and his remaining options terminated on that date.

     (2)  Includes  1,374,465 shares  beneficially owned by HEP. Mr. Gumbiner is
          Chief  Executive  Officer and Mr. Guzzetti is President and a director
          of the general partner of the general partner of HEP.

     (3)  The  following  numbers  of  shares  issuable  upon  the  exercise  of
          currently  exercisable  options are included in the amounts shown: Mr.
          Troup,  42,400 shares;  Mr.  Gumbiner,  59,600 shares;  Mr.  Guzzetti,
          31,800 shares;  Mr.  Meduna,  27,180  shares;  and Ms.  Osborn,  7,720
          shares.
</FN>
</TABLE>

Section 16(a) Beneficial Ownership Reporting Compliance

     Section 16(a) of the Securities  Exchange Act of 1934 requires the officers
and  directors of the Company,  and persons who own more than ten percent of the
Common  Stock,  to file reports of ownership  and changes in ownership  with the
Securities  and  Exchange  Commission.  Officers,  directors  and  greater  than
ten-percent  owners are required by SEC  regulation  to furnish the Company with
copies of all Section  16(a) forms they file.  Based solely on its review of the
copies of such forms  received by it, or written  representations  from  certain
reporting  persons that no forms were  required for those  persons,  the Company
believes  that,  during the year ended  December  31,  1997,  all  officers  and
directors of the Company and greater than ten-percent beneficial owners complied
with applicable filing requirements.


                              ELECTION OF DIRECTORS

Nominees

     At the Annual Meeting, shareholders will elect directors to serve until the
1999 Annual Meeting of Shareholders.  The Bylaws of the Company provide that the
Company's  Board of Directors must consist of at least one director and that the
number of directors  will be determined by resolution of the Board of Directors.
By action of the Board of  Directors,  the number of  directors  has been set at
seven. The seven persons currently serving as directors of the Company have been
nominated by the Board of  Directors to serve as directors of the Company  until
the 1999 Annual Meeting of  Shareholders  and until their  successors  have been
duly elected and have qualified.

     Unless  otherwise  directed on any duly executed and dated Proxy, it is the
intention of the persons  named in such Proxy to nominate and to vote the shares
represented  by such Proxy for the election of the nominees  listed in the table
below for the office of  director  of the  Company to hold  office  until  their
respective successors have been duly elected and have qualified.


<PAGE>



<TABLE>
<CAPTION>
                                                                Year First
          Name                     Position                 Elected Director

    <S>                         <C>                                  <C>
    Anthony J. Gumbiner         Chairman of the Board                1992
                                     and Director

    William L. Guzzetti         President and Director               1991

    Brian M. Troup              Director                             1992

    John R. Isaac, Jr.          Director                             1992

    Jerry A. Lubliner           Director                             1992

    Bill M. Van Meter           Director                             1996

    Hamilton P. Schrauff        Director                             1996
</TABLE>

     The Board of Directors  does not  contemplate  that any of the  above-named
nominees for director will refuse or be unable to accept election or to serve as
a director of the Company.  Should any of them become unavailable for nomination
or election or refuse to be nominated or to accept election as a director of the
Company,  then the  person or  persons  voting  the Proxy  will vote the  shares
represented  by such Proxy for the  election of such other  person or persons as
may be  nominated  or  designated  by the Board of  Directors.  If  elected as a
director of the Company,  each director will hold office until his successor has
been duly elected and has qualified.

Business Experience of Directors

     Anthony J.  Gumbiner,  53, has served as a director  of the  Company  since
February  1992.  He has also served as Chairman of the Board of Directors of The
Hallwood Group Incorporated  ("Hallwood  Group"), a diversified  holding company
with real estate,  textile products,  hotel,  restaurant and energy  operations,
since 1981 and as Chief Executive Officer of Hallwood Group since April 1984. He
has been Chairman of the Board since 1984 and Chief Executive Officer since 1987
of the general  partner of HEP. Mr.  Gumbiner has also served as Chairman of the
Board of  Directors  and as a director of Hallwood  Holdings  S.A., a Luxembourg
real estate  investment  company,  since  March 1984.  He has been a director of
Hallwood Realty Corporation ("Hallwood Realty"), which is the general partner of
Hallwood Realty  Partners,  L.P.,  since November 1990. He is a Solicitor of the
Supreme Court of Judicature of England.

     William L. Guzzetti, 54, has been President,  Chief Operating Officer and a
director of the Company since May 1991. He has been  President,  Chief Operating
Officer and a director of the general partner of HEP since 1985. Mr. Guzzetti is
also an  Executive  Vice  President of Hallwood  Group and in that  capacity may
devote a portion of his time to the activities of Hallwood Group,  including the
management  of real  estate  investments,  acquisitions  and  restructurings  of
entities  controlled  by  Hallwood  Group.  He is a director  and  President  of
Hallwood  Realty  and in that  capacity  may devote a portion of his time to the
activities of Hallwood Realty.

     Brian M. Troup,  51, has served as a director of the Company since February
1992. He has been President and Chief Operating  Officer of Hallwood Group since
April 1986,  and he is a director.  Mr. Troup has been a director of the general
partner of HEP since May 1984. Mr. Troup is a director of Hallwood Holdings S.A.
He is also a director of Hallwood Realty. He is an associate of the Institute of
Bankers in Scotland  and a member of the Society of  Investment  Analysts in the
United Kingdom.

     John R. Isaac,  Jr., 53, has served as a director of the Company since June
1992.  Since  October  1997,  Mr.  Isaac has been Chief  Executive  Officer  and
President of Ideas,  Inc., a retail  consulting  company.  From February 1996 to
October  1997,  Mr. Isaac was  President  and Chief  Executive  Officer of Thorn
Americas,  Inc.,  parent of  Rent-A-Center  USA. From March 1995 until  February
1996, Mr. Isaac was President and Chief Operating Officer of Rent-A-Center  USA.
From February 1991 to February 1995, Mr. Isaac was President and Chief Operating
Officer of  Everything's A Dollar,  a division of Value  Merchants,  Inc. He was
President and Chief Executive Officer of Hallwood  Industries  Incorporated from
August 1987 to October 1991.  He was President of Tradevest,  Inc., a mail order
catalog retailer, from 1986 to 1987, and a Vice President of Service Merchandise
Co., Inc., a catalog showroom retailer, from 1981 to 1986.

     Jerry A.  Lubliner,  43, has served as a director of the Company since June
1992. Dr.  Lubliner is a medical  doctor who has been in private  practice since
1986. From 1986 to 1988, he was Associate  Chief-Sports Medicine at the Hospital
for Joint Diseases--Orthopaedic  Institute in New York. Dr. Lubliner is a Fellow
of the American Academy of Orthopaedic Surgeons.

     Bill M. Van  Meter,  65,  has served as a  director  of the  Company  since
September  1996.  From 1986 until May 1996,  Mr. Van Meter was  President of the
Energy  Companies of ONEOK division of ONEOK Inc. Mr. Van Meter is a director of
Ponder Industries,  Inc., an oil field tool company.  From 1958 to 1996, Mr. Van
Meter was employed by both major and independent oil companies.

     Hamilton P.  Schrauff,  62, has served as a director  of the Company  since
September 1996.  Since March 1997, he has been Chief Financial  Officer of Burns
Controls  Company.  From  March 1996 to January  1997 he was Vice  President  of
Capital  Alliance.  From  August  1995 to  February  1996 he was an  independent
financial consultant. From October 1991 to August 1995 he was Vice President and
Chief  Financial  Officer  of  Basic  Capital  Management,  Inc.,  Syntek  Asset
Management,  Inc.,  American Realty Trust Investors,  Inc.,  Income  Opportunity
Realty Trust and  Transcontinental  Realty Investors,  Inc. From October 1991 to
February 1994 he was Executive  Vice  President and Chief  Financial  Officer of
National Income Realty Trust and Vinland  Property Trust.  From December 1990 to
October 1991 he was Vice President  Finance-Partnership  Investments of Hallwood
Group.  From  October  1980 to October  1990 he was Vice  President  Finance and
Treasurer,  and from  November  1976 to  September  1980 he was  Vice  President
Finance,  of Texas Oil and Gas  Corporation.  Mr. Schrauff is a Certified Public
Accountant  and  Certified  Financial  Planner.  He is a member of the  American
Institute of Certified Public Accountants, the Texas Society of Certified Public
Accountants and the Financial Executives Institute.

Business Experience of Executive Officers

     Following are brief  biographies of the executive  officers of the Company,
other than Mr. Guzzetti.

     Russell P. Meduna,  43, became  Executive  Vice President of the Company in
June 1992. Mr. Meduna has been  Executive Vice President of the general  partner
of HEP and Hallwood  Petroleum,  Inc. ("HPI") since October 1989. Mr. Meduna was
Vice  President of HPI from April 1989 to October 1989 and Manager of Operations
from January 1989 to April 1989.  He joined HPI in 1984 as  Production  Manager.
Prior to  joining  HPI,  he was  employed  by both  major  and  independent  oil
companies.  Mr.  Meduna is a registered  professional  engineer in the States of
Colorado and Texas.

     Cathleen M. Osborn, 45, became Secretary and General Counsel of the Company
in May 1992 and Vice President in June 1992. Ms. Osborn has been Vice President,
Secretary  and General  Counsel of the  general  partner of HEP and of HPI since
October 1986. She joined HPI in 1985 as senior staff  attorney.  Ms. Osborn is a
member of the Colorado Bar Association.

Meetings of the Board; Committees

     The Board of  Directors  held four  regularly  scheduled  meetings  and one
special  meeting  during 1997. No director  attended fewer than 75% of the total
number of meetings of the Board of  Directors  and  committees  of which he is a
member. The Board's Audit Committee,  composed of Messrs. Isaac,  Lubliner,  Van
Meter and  Schrauff,  recommends  to the Board  the firm to be  employed  as the
Company's independent auditors and consults with, and reviews the report of, the
Company's  independent  auditors and HPI's financial  staff. The Audit Committee
held three  meetings in 1997.  The Company  does not have a standing  nominating
committee.  During 1997, the entire Board of Directors acted as the Compensation
Committee.  See "Executive  Compensation - Compensation  of Executive  Officers"
below.


                             EXECUTIVE COMPENSATION


Compensation of Executive Officers

     The Company  has no  employees.  Management  services  are  provided to the
Company by HPI, an affiliate of the Company. Employees of HPI perform all duties
related to the management of the Company, including the operation of various


<PAGE>


properties  in which the Company  owns an  interest.  The Company is charged for
management  services  by HPI based on an  allocation  procedure  that takes into
account the amount of time spent on management,  the number of properties  owned
by the Company and the Company's  performance  relative to its  affiliates.  The
allocation  procedure  is applied  consistently  to all  entities  for which HPI
performs services. In 1997 the Company reimbursed HPI approximately  $2,081,000,
of which $536,320 was attributable to compensation paid to executive officers of
the Company.

     The following table sets forth the compensation allocated to the Company by
HPI for the  years  ended  December  31,  1997,  1996 and 1995 paid to the Chief
Executive  Officer and each of the four other most highly  compensated  officers
whose compensation paid by HPI exceeded $100,000  (determined for the year ended
December 31, 1997).

<TABLE>
                           SUMMARY COMPENSATION TABLE

<CAPTION>
                                                                              Long Term
                                            Annual Compensation             Compensation

                                                                      Securities
                                                                      Underlying
                                                                     Options/SARs     LTIP             All Other

Name & Principal Position        Year         Salary       Bonus       (#) (3)       Payouts     Compensation (1)

<S>                              <C>        <C>          <C>             <C>          <C>            <C>
Anthony J. Gumbiner (2)          1997       $      0     $     0         47,700       $     0        $      0
Chief Executive Officer          1996        125,000           0              0             0               0
                                 1995        125,000           0         47,700             0               0


William L. Guzzetti              1997         82,535      65,677         23,850        24,855           1,919
President and Chief              1996         82,943      60,490              0        14,927           2,314
Operating Officer                1995         79,721      38,250         23,850         8,507           2,342


Russell P. Meduna                1997         66,120      50,909         22,260        24,855           1,919
Executive Vice                   1996         66,448      46,874              0        14,927           1,827
President                        1995         65,272      82,110         22,260         8,507           1,876


Robert S. Pfeiffer               1997         43,437      46,965          9,540        17,472           1,919
Vice President and               1996         43,652      26,082              0        10,391           1,746
Chief Financial Officer          1995         42,880      47,940          9,540         6,314           1,232


Cathleen M. Osborn               1997         42,697      45,650          9,540        17,472           1,919
Vice President and               1996         42,908      28,704              0        10,391           1,827
General Counsel                  1995         42,679      48,450          9,540         6,314           1,069
- ---------------------
<FN>
(1)  Employer  contribution  to 401(k)  and a service  award of $487 paid to Mr.
     Guzzetti in 1996.

(2)  For 1995 and 1996,  Mr.  Gumbiner had a  Compensation  Agreement  with HPI.
     $125,000 of his compensation was allocated to the Company in 1995 and 1996.
     The  Compensation  Agreement was  terminated  effective  December  1996. In
     addition  to  compensation  listed  in  the  table,  HPI  had a  consulting
     agreement with Hallwood Group for 1995 and 1996, pursuant to which Hallwood
     Group received an annual consulting fee of $300,000 from affiliates of HPI.
     The  Company  paid  approximately  $122,000  in 1996 and  $111,000  in 1995
     pursuant to this  arrangement.  During 1997, the Company  participated in a
     new consulting  agreement  between HPI and Hallwood Group pursuant to which
     Hallwood  Group  received a fee of $550,000  from  affiliates  of HPI.  The
     Company  paid  Hallwood  Group  approximately  $372,000  in  1997  for  the
     Company's share of the consulting  agreement.  The consulting services were
     provided  by HSC  Financial  Corporation  ("HSC  Financial"),  through  the
     services of Mr. Gumbiner and Mr. Troup,  and Hallwood Group paid the annual
     fee it received to HSC Financial.  See "Compensation  Committee  Interlocks
     and Insider Participation" below.

(3)  The number of options granted in 1995 and 1997 has been adjusted to reflect
     the Company's 3-for-1 stock split in August 1997.
</FN>
</TABLE>


<PAGE>




Option Grants in Last Fiscal Year

     The following  table sets forth the options to purchase Common Stock of the
Company granted to executive officers during 1997.


<TABLE>
<CAPTION>
                                         Option/SAR Grants in Last Fiscal Year

                                                                                               Potential  Realized  Value  at
                                                                                               Assumed  Annual  Rates of Stock
                                        Individual Grants                                      Price Appreciate for Option Term (2)
                                        -----------------                                      ------------------------------------

                                Number of         % of Total
                                Securities        Options/SARs
                                Underlying        Granted          Exercise or                     5%              10%
                                Options/SARs      Employees in     Base Price   Expiration      $33.12        $52.73 Share
Name                            Granted (1)       Fiscal Year      ($/Share)       Date       Share Price        Price

<S>                                <C>                <C>            <C>         <C>           <C>             <C>
Anthony J. Gumbiner                47,700             30             20.33       6/17/07       $ 609,865       $ 1,545,517
William L. Guzzetti                23,850             15             20.33       6/17/07         304,932           772,759
Russell P. Meduna                  22,260             14             20.33       6/17/07         284,604           721,242
Robert S. Pfeiffer (3)              9,540              6             20.33       6/17/07         121,973           309,104
Cathleen M. Osborn                  9,540              6             20.33       6/17/07         121,973           309,104
- ----------------------
<FN>
(1)  Options have a ten-year term and vest  cumulatively over three years at the
     rate of 1/3 on each of the date of grant and the first two anniversaries of
     the grant  date.  All  options  vest  immediately  in the event of  certain
     changes in control of the Company.

(2)  Securities and Exchange  Commission Rules require  calculation of potential
     realizable  value  assuming  that  the  market  price of the  Common  Stock
     appreciates  in value at 5% and 10%  annualized  rates.  At a 5% annualized
     rate of appreciation,  the Common Stock price would be $33.12 at the end of
     ten years. At a 10% annualized rate of appreciation, the Common Stock price
     would be $52.73 at the end of ten years. No gain to an executive officer is
     possible without an appreciation in Common Stock value,  which will benefit
     all holders of Common  Stock.  The actual  value an  executive  officer may
     receive depends on market prices for the Common Stock,  and there can be no
     assurance that the amounts reflected will actually be realized.

(3)  Mr.  Pfeiffer  resigned from the Company  effective  March 6, 1998, and his
     options terminated on that date.
</FN>
</TABLE>

Option Value at December 31, 1997

     No options  were  exercised by executive  officers in 1997.  The  following
table sets forth the value of options held by the executive officers in both the
1995 and 1997 Option Plans.


<PAGE>


<TABLE>
<CAPTION>
Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values



                                  Number of Securities            Value of Unexercised
                                 Underlying Unexercised       In-the-Money Options/SARs at
                               Options/SARs at FY-End (#)              FY-End ($)
Name                         Exercisable/Unexercisable (1)    Exercisable/Unexercisable (2)

<S>                                 <C>                             <C>
Anthony J. Gumbiner                 63,600 / 31,800                 805,494 / 76,956

William L. Guzzetti                 31,800 / 15,900                 402,747 / 38,478

Russell P. Meduna                   29,680 / 14,840                 375,897 / 35,913

Robert S. Pfeiffer (3)              12,720 / 6,360                  161,099 / 15,391

Cathleen M. Osborn                  12,720 / 6,360                  161,099 / 15,391
- ----------------------
<FN>
(1)  Options have a ten-year term and vest  cumulatively over three years at the
     rate of 1/3 on each of the date of grant and the first two anniversaries of
     the grant  date.  All  options  vest  immediately  in the event of  certain
     changes in control of the Company.  The number of options has been adjusted
     to reflect the 3-for-1 stock split in August 1997.

(2)  The exercise price of the options  granted in 1995 is $6.67 per share,  and
     the exercise price of the options granted in 1997 is $20.33 per share.  The
     closing  price of the Common  Stock was $22.25 on December  31,  1997.  The
     exercise  prices have been  adjusted to reflect the 3-for-1  stock split in
     August 1997.

(3)  Mr.  Pfeiffer  resigned from the Company  effective  March 6, 1998, and his
     remaining options terminated on that date.
</FN>
</TABLE>


Long-Term Incentive Plan Awards

     The following  table describes  performance  units awarded to the executive
officers of the Company  for 1997 under the  Incentive  Plan for the Company and
affiliated  entities.  The value of awards under each plan depends  primarily on
success in drilling,  completing  and achieving  production  from new wells each
year and from certain  recompletions  and  enhancements of existing  wells.  The
amounts  shown below are the portion of awards  under the plan  allocated to the
Company.

<TABLE>
<CAPTION>
               LONG-TERM INCENTIVE PLAN AWARDS IN LAST FISCAL YEAR

                                              Performance or        Estimated Future
                              Number of       Other Period       Payouts under Non-Stock
          Name                 Units          Until Payout        Price-Based Plans

<S>                              <C>               <C>                   <C>
Anthony J. Gumbiner (2)              0                0                       0
William L. Guzzetti              0.082             2002                  $8,289 (1)
Russell P. Meduna                0.082             2002                   8,289 (1)
Robert S. Pfeiffer (3)           0.056             2002                   5,661 (1)
Cathleen M. Osborn               0.056             2002                   5,661 (1)

- ----------------------
<FN>

(1)  This amount  represents  an award under the  Incentive  Plan.  There are no
     minimum,  maximum  or target  amounts  payable  under the  Incentive  Plan.
     Payments under the awards will be equal to the indicated percentage of Plan
     net cash flow from  certain  wells for the first five years  after an award
     and, in the sixth year,  the  indicated  percentage of 80% of the remaining
     net present value of estimated  future  production from the wells allocated
     to the Plan.  The amounts  shown  above are  estimates  based on  estimated
     reserve quantities and future prices. Because of the uncertainties inherent
     in  estimating  quantities  of reserves  and prices,  it is not possible to
     predict  cash flow or  remaining  net  present  value of  estimated  future
     production with any degree of certainty.

(2)  In addition,  an award of .4200 units,  with an estimated  future payout of
     $119,165, was made to HSC Financial, with which Mr. Gumbiner is associated.
     The payout period ends in 2002.

(3)  Mr.  Pfeiffer  resigned from the Company  effective  March 6, 1998, and his
     award terminated on that date.
</FN>
</TABLE>

Director Compensation

     Each  director  of the  Company  who is not an officer or  employee  of the
Company, or a director, officer or employee of the general partner of HEP or any
entity  controlled  by the  general  partner  of HEP,  is paid an annual  fee of
$20,000 which is proportionately reduced if the director attends fewer than four
regularly  scheduled  meetings of the Board of Directors during the year. During
1997, Messrs. Isaac, Lubliner, Van Meter and Schrauff were each paid $20,000. In
addition,  all directors are reimbursed for their expenses in attending meetings
of the Board of Directors and committees.

Compensation Committee Interlocks and Insider Participation

     The entire Board made the 1997 compensation  decisions for the Company. Mr.
Gumbiner  is  Chief  Executive   Officer  of  the  Company  and  serves  on  the
compensation  committee of Hallwood  Group,  of which Mr. Troup is President and
Mr. Guzzetti is Executive Vice President.  Mr. Gumbiner was also Chief Executive
Officer and a director of Hallwood  G.P.,  Mr.  Troup was a director of Hallwood
G.P.,  and Mr.  Guzzetti was a director and President of Hallwood  G.P.  Messrs.
Gumbiner,  Troup and Guzzetti served on Hallwood G.P.'s Board of Directors which
made  compensation  decisions in January 1997. Mr.  Gumbiner is Chief  Executive
Officer  and a  director,  and Mr.  Guzzetti is  President  and a  director,  of
Hallwood  Realty.  During  1997,  Mr.  Gumbiner and Mr.  Guzzetti  served on the
compensation committee of Hallwood Realty.

     The Company  participates in a financial  consulting  agreement between HPI
and Hallwood Group pursuant to which  Hallwood  Group  furnishes  consulting and
advisory  services to HPI,  the Company and their  affiliates.  HPI and Hallwood
Group entered into a new financial  consulting  agreement  effective  January 1,
1997. Under the terms of the new agreement, HPI and its affiliates are obligated
to pay  Hallwood  Group  $550,000 per year until June 30,  2000.  The  agreement
automatically renews for successive three year terms; either party may terminate
the agreement on not less than 30 days written notice prior to the expiration of
any three year term.  The new  financial  consulting  agreement  replaces both a
previous financial  consulting  agreement and a compensation  agreement with Mr.
Gumbiner.  In 1997,  the  consulting  services  were  provided by HSC  Financial
Corporation,  through the services of Mr.  Gumbiner and Mr. Troup,  and Hallwood
Group paid the annual fee it received to HSC Financial.  A fee of  approximately
$372,000  was paid in 1997 by the  Company  pursuant  to this  arrangement.  See
ASummary  Compensation  Table@ and footnotes for  additional  discussion of this
arrangement.

     The Company  reimburses  Hallwood Group for expenses  incurred on behalf of
the  Company.  In 1997,  the Company  reimbursed  Hallwood  Group  approximately
$213,200.

     The Company and HPI entered into a Management  Agreement in May 1992, which
provides that HPI will perform all  operations on behalf of the Company and that
the Company  will  reimburse  HPI at its cost for direct and  indirect  expenses
incurred by HPI for the benefit of the Company and its properties.  The indirect
expenses for which HPI is reimbursed include employee compensation, office rent,
office supplies and employee benefits. These expenses are generally allocated by
multiplying the aggregate amount of the indirect expenses incurred by HPI by the
estimated  time that the  employees  of HPI spend on  managing  the  Company and
dividing  by the  aggregate  time  that the  employees  of HPI  spend on all the
entities  that HPI manages.  The  allocation  of certain  components of employee
compensation also takes into account the Company's  performance  relative to its
affiliates and the Company's  ownership  interest in certain  wells.  See "Board
Compensation  Committee  Report  on  Executive  Compensation"  below.  The costs
charged to the Company by HPI are reviewed  annually by the independent  members
of the Board of Directors  of the Company.  HPI does not receive any fee for its
services.  The management agreement is for a period of one year, and thereafter,
the management  agreement may be extended for successive one-year terms upon the
approval of the independent  directors of the Company.  The management agreement
has been  extended  through  May  1998.  In 1997,  the  Company  reimbursed  HPI
approximately $2,081,000 for expenses, not including payments and reimbursements
to Hallwood Group identified above.

Board Compensation Committee Report on Executive Compensation

     General.  The  Company  has no  employees.  All  management  is provided by
employees  of HPI  pursuant to a  management  agreement.  These  employees  also
provide services to HEP and several other affiliated entities (collectively, the
"Energy  Companies").  Accordingly,  the  Company  does  not  directly  pay  any
compensation  but  reimburses  HPI  for  its  costs  and  expenses.   Individual
compensation  is  based on the  individual's  responsibilities  and  performance



<PAGE>



relating to all of the Energy Companies. Salaries are allocated among the Energy
Companies  based on a procedure  that takes into account both the amount of time
spent on management and the number of properties owned by each entity.  The cash
bonus pool is allocated among the Energy  Companies based upon those factors and
the entity's performance  relative to all of the Energy Companies.  Awards under
the long-term incentive plan are allocated based upon the ownership of the wells
included  in the  plan.  Because  the  compensation  paid  to HPI  employees  is
allocated  to all of the Energy  Companies,  it is reviewed  and approved by the
Compensation  Committee  of the general  partner of HEP and by the  Compensation
Committee of the Company.  The compensation of the Energy Companies'  management
employees,  including  executive  officers,  is reviewed  and  approved at least
annually.

     During  1997,  all  compensation  decisions  were  made  by  the  Board  of
Directors.  In 1998,  the full Board of  Directors  has  continued to act as the
Compensation Committee in determining cash bonuses paid with respect to 1997 and
the  salaries to be paid and other  awards  made in 1998.  In  determining  1997
compensation of key employees,  the Energy Companies'  compensation  levels were
compared  with  those of  comparable  companies,  as  reported  by  compensation
consultants  and other industry  surveys.  The comparable  companies  consist of
twelve  independent oil and gas companies  selected by consultants to the Energy
Companies and are not the same as those used in preparing the performance  graph
appearing  elsewhere in this Proxy Statement.  For 1997, the compensation of the
Energy Companies'  management  employees  consisted of three primary components:
salary and annual bonus, cash bonus and long-term incentive plan awards.

     Salary. All non-hourly  employees'  salaries,  except salaries of officers,
and annual  bonuses are determined  annually based on the individual  employee's
level of  responsibility  and  comparisons  to similar  positions in  comparable
companies.  Salaries of officers and other professional  employees are generally
set at  approximately  69% to 90% of the  average  base  salaries  paid by those
comparable companies.  When an employee's position is not standard and cannot be
compared  to  similar  positions  in  comparable   companies,   compensation  is
determined in a discretionary process,  taking into consideration the components
and overall responsibility of the employee's position.

     Cash Bonus. The Board has determined to award certain management employees,
including executive officers, cash bonuses based on an assessment of a number of
quantitative  and  qualitative  factors.  The primary  quantitative  factors are
performance  in reserve  replacement,  considering  overall  reserves  found and
effectiveness  of  capital   expenditures,   in  comparison  to  the  historical
performance of independent  oil and gas companies as a group,  the production of
existing  reserves in comparison  to budget and the prior year,  and general and
administrative expenses and operating costs in comparison to budget. Qualitative
factors  include  judgments   regarding  the  effectiveness  of  management  and
administration. Depending on the Energy Companies' success in these areas, total
salaries and cash bonuses paid to management employees may range from 69% of the
average   compensation  paid  to  similarly  situated  employees  in  comparable
companies  if the  Energy  Companies  perform  poorly  to as high as 500% of the
average  compensation  paid by  comparable  companies  if the  Energy  Companies
perform very well.  Based on  comparisons of the Energy  Companies'  performance
with the historical  performance of other independent oil and gas companies as a
group as reported by generally published industry  statistics,  the Compensation
Committee  determined  that the  Energy  Companies  had a slightly  better  than
average year in the overall reserves found and a slightly less than average year
in the effectiveness of capital expenditures.  The Board also concluded that the
effectiveness  of  management  and  administration  and  control of general  and
administrative expenses deserved recognition.  Therefore,  the cash bonuses paid
to management employees as a group were set at levels that would result in their
total annual compensation being less than that paid by comparable companies. The
aggregate cash bonuses are allocated  among the key and  professional  employees
based on the  recommendation  of senior  management and a  determination  of the
employees' relative contributions to the Energy Companies during the year.

     The Long-Term  Incentive Plan. The Energy  Companies'  long-term  incentive
plan is intended to provide  incentive and  motivation to the Energy  Companies'
key employees,  including the Company's  executive officers and consultants,  to
increase  the oil and gas  reserves of the Energy  Companies  and to enhance the
Energy  Companies'  ability to attract,  motivate and retain key  employees  and
consultants  upon whom, in large  measure,  the success of the Energy  Companies
depends.  Under the Incentive Plan, the Board annually determines the portion of
the  Energy  Companies'  collective  interests  in the cash  flow  from  certain
international  projects and wells drilled,  recompleted or enhanced  during that
year (the "Plan Year") which will be allocated to  participants in the plan. The
portion allocated to participants in the plan is referred to as the Plan Cash



<PAGE>



Flow.  The  Board  then  determines  which key  employees  and  consultants  may
participate in the plan for the Plan Year and allocates the Plan Cash Flow among
the  participants.  Awards under the plan do not represent any actual  ownership
interest in the wells. Awards are made in the Board's discretion.

     Each award under the plan  represents the right to receive for five years a
specified  share of the Plan Cash Flow  attributable  to certain  domestic wells
drilled,  recompleted or enhanced  during the Plan Year. In the sixth year after
the award, the participant is paid an amount equal to a specified  percentage of
the remaining net present value of estimated  future  production  from the wells
and the award is  terminated.  Cash flow from  international  projects,  if any,
allocated to the plan is paid to  participants  for a ten-year  period,  with no
buy-out for estimated future  production.  There are no  international  projects
allocated to the 1997 Plan. Accordingly, the value of awards under the 1997 Plan
depends primarily on the Energy Companies'  success in drilling,  completing and
achieving production from new wells each year and from certain recompletions and
enhancements  of existing  wells.  The percentage of the Energy  Companies' cash
flow from  international  projects and domestic wells completed in any Plan Year
to be  allocated  to Plan  Cash  Flow  each Plan  Year,  the  percentage  of the
remaining net present value of estimated  future  production from domestic wells
for which the  participants  will receive payment in the sixth year of an award,
and the amount to be awarded to  individual  participants  is  determined by the
Board each year,  after  taking into  consideration  the  recommendation  of the
Energy Companies' executive officers.

     The  awards  for the 1997 Plan Year were made in March  1997.  For the 1997
Plan Year, the Compensation  Committee  determined that the total Plan Cash Flow
would be equal to 2.4% of the cash flow of the domestic wells  completed  during
the Plan Year. The Compensation Committee also determined that the participants'
interests in eligible  domestic  wells for the 1997 Plan Year would be purchased
in the  sixth  year at 80% of the  remaining  net  present  value  of the  wells
completed in the Plan Year. The Compensation  Committee also determined that the
total award would be  allocated  among key  employees  primarily on the basis of
their position with the Energy Companies.

     Chief  Executive   Officer.   The  Energy  Companies   engaged  in  certain
transactions  with Hallwood  Group,  of which Mr. Gumbiner is Chairman and Chief
Executive  Officer,  during  1997.  In  addition,  the Energy  Companies  have a
consulting  agreement with Hallwood Group effective January 1, 1997, pursuant to
which the Energy Companies pay Hallwood Group a $550,000 annual  consulting fee.
In 1997,  the  consulting  services were provided by HSC Financial  Corporation,
through Mr.  Gumbiner and Mr. Troup,  and Hallwood  Group paid the annual fee it
received  to HSC  Financial.  Both  agreements  were  approved  by the  Board of
Directors of the Company, Mr. Gumbiner abstaining.  See "Compensation  Committee
Interlocks and Insider  Participation"  above. Mr. Gumbiner also participated in
the 1997  Incentive  Plan which was  allocated  based on the  recommendation  of
senior  management.  Mr.  Gumbiner  and Mr.  Troup  abstained  from the  Board's
determinations on these matters.

                     Members of the Compensation Committee:

                                Anthony J. Gumbiner
                                Brian M. Troup
                                William L. Guzzetti
                                Jerry A. Lubliner
                                John R. Isaac, Jr.
                                Bill M. Van Meter
                                Hamilton P. Schrauff



Performance Graph

     Below is a line graph  comparing the  percentage  change in the  cumulative
total shareholder return on the Company's Common Stock with the cumulative total
return of the NASDAQ  Industrial  Index  ("NASDAQ Ind.  Index") and  Kirkpatrick
Energy  Associates  Large Cap E&P  Index  ("KEA  Large Cap E&P") for the  period
December 31, 1992 through  December 31,  1997.  Dividend  reinvestment  has been
assumed.



<PAGE>


<TABLE>
<CAPTION>
                     HCRC       KEA Large    NASDAQ Ind.
                                 Cap E&P       Index

     <S>              <C>         <C>           <C>
     Dec 92           100         100           100
     Dec 93           104         117           111
     Dec 94            68          98           104
     Dec 95            81         115           133
     Dec 96           237         147           153
     Dec 97           227         135           168
</TABLE>


                                 OTHER BUSINESS

     The Board of Directors  knows of no other business that may properly be, or
that is likely to be, brought before the Annual Meeting.  If, however, any other
matters are properly presented,  it is the intention of the persons named in the
accompanying  form of Proxy to vote the  shares  covered  thereby  as they  deem
advisable in their discretion.


                              INDEPENDENT AUDITORS

     Deloitte & Touche LLP currently serves the Company as independent auditors.
Representatives  of Deloitte & Touche LLP will be present at the Annual  Meeting
with the  opportunity  to make a  statement  if they desire to do so and will be
available to respond to appropriate questions from shareholders.


                    DATE FOR RECEIPT OF SHAREHOLDER PROPOSALS

     Pursuant  to Rule  14a-8  under the  Securities  Exchange  Act of 1934,  as
amended,  shareholders  may  present  proper  proposals  for  inclusion  in  the
Company's  proxy  statement  and for  consideration  at its  Annual  Meeting  of
Shareholders by submitting their proposals to the Company in a timely manner. In
order to be included for the 1999 Annual Meeting,  shareholder proposals must be
received by the Company by November 30, 1998, which is approximately 120 days in
advance of the date the Company  anticipates mailing the proxy statement for the
Company's 1999 Annual Meeting of  Shareholders,  and must otherwise  comply with
the requirements of Rule 14a-8.


                                           By Order of the Board of Directors
                                           Cathleen M. Osborn
                                           Secretary


March 31, 1998
Dallas, Texas

<PAGE>


                  HALLWOOD CONSOLIDATED RESOURCES CORPORATION


|X|      PLEASE MARK VOTES AS IN THIS EXAMPLE

                       FOR ANNUAL MEETING OF STOCKHOLDERS
                                  May 5, 1998

Proxy Solicited on Behalf of the Board of Directors

The undersigned  hereby appoints William L. Guzzetti and Cathleen M. Osborn, and
each of them, with full power of  substitution,  to act as attorneys and proxies
for the undersigned, to vote all shares of common stock of Hallwood Consolidated
Resources  Corporation  which the  undersigned is entitled to vote at the Annual
Meeting of  Stockholders,  to be held at The Four Seasons Hotel, 21 Avenue Road,
Toronto,  Ontario,  Canada,  on Tuesday,  May 5, 1998, at 9:30 a.m. (the "Annual
Meeting"),  and at any and  all  adjournments  or  postponements  thereof.  Said
proxies are herein specifically  authorized to vote in the election of Directors
and to vote said shares upon such other  matters as may properly come before the
Meeting or any adjournment or postponement  thereof,  as the above named proxies
shall determine.

Dated: _____________, 1998

- ----------------------------------      ----------------------------------
  Signature of Stockholder                 Signature of Stockholder

- ----------------------------------      ----------------------------------
  Print Name of Stockholder                Print Name of Stockholder

     1. The  election of all nominees  listed  below for a term  expiring at the
1999 Annual Meeting (except as marked to the contrary below).

For all Nominees     |_|

Withhold Authority To Vote For All Nominees |_|

         Anthony J. Gumbiner                         Jerry A. Lubliner
         Brian M. Troup                              Bill M. Van Meter
         William L. Guzzetti                         Hamilton P. Schrauff
         John R. Isaac, Jr.

INSTRUCTIONS:  To  withhold  your vote for any  individual  nominee,  insert the
nominee's name on the line provided below.

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

     2. To transact such other  business as may properly come before the meeting
and all adjournments or postponements thereof.

         FOR      |_|              AGAINST  |_|               ABSTAIN  |_|

THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR THE  ELECTION  OF THE NAMED  NOMINEES  AND FOR THE OTHER
PROPOSITIONS  STATED.  IF ANY OTHER BUSINESS IS PRESENTED AT THE ANNUAL MEETING,
THIS PROXY WILL BE VOTED AT THE DISCRETION OF THOSE NAMED IN THIS PROXY.

Please sign exactly as your name appears on the enclosed  card.  When signing as
attorney, executor,  administrator,  trustee, or guardian, please give your full
title.  Corporation  proxies should be signed in corporate name by an authorized
officer. If shares are held jointly, each holder should sign.

PLEASE  COMPLETE,  DATE,  SIGN AND MAIL  THIS  PROXY  PROMPTLY  IN THE  ENCLOSED
POSTAGE-PAID ENVELOPE.


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