HEALTHRITE INC
DFAN14A, 1997-12-30
FOOD STORES
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                           NEW BROOM SWEEPS CLEAN #2


            "MacDonald and Walgreen" Opposition Board received over
2,000,000 proxies in their favor at the December 17th
Shareholders Meeting.  The Haber and Teeger led contested Board
of Directors, knowing they would lose the election, attempted to
postpone the annual shareholder meeting until January 9, 1998. 
Delaware Chancellor enters "Standstill" order.

                      The contested board is on the run!

            On December 17, 1997, the MacDonald/Walgreen slate
received over 2,000,000 proxies in their favor at the annual
meeting of shareholders of HealthRite Inc!  Knowing that they
would lose the election if the meeting was held, HealthRite's
management, led by Warren H. Haber and John L. Teeger, attempted
to postpone the meeting until January 9, 1998.  The stockholders
who were present (in person and by proxy) held a meeting and
elected Bradley T. MacDonald, Charles Richard Walgreen, Sr., Reed
Vordenberg, David H. Panaci, David M. Green, Ronald O. Hauge, and
Beverly L. Valore as directors of HealthRite.  

            On December 23rd, without ruling on the validity of the
attempted postponement of the December 17 meeting or the election
of the MacDonald/Walgreen slate of directors, the Delaware
Chancery Court issued a standstill order, leaving Messrs. Haber
and Teeger and the other directors in place, but restricting
their authority to take actions on behalf of HealthRite.  The
Court also required that both sides submit copies of all proxies
in their possession on December 17, 1997 to Corporation Trust
Company.

            WE STILL NEED YOUR VOTE!  Because the Court has not yet
ruled on the validity of the December 17 meeting of shareholders
or management's attempt to postpone the meeting, Haber and Teeger
intend to hold a meeting on January 9, 1998.  If you have already
voted for the MacDonald/Walgreen slate by submitting a GREEN
proxy card, you don't need to vote again.  If you haven't voted
or if you voted for Haber and Teeger, you can still vote for us
by signing, dating and returning the enclosed GREEN proxy card.

                     Why should you vote for our slate:  

            Reason #1.  Walgreen, MacDonald, Panasci, Green, Hauge,
and Vordenberg are well known players in the "HealthFood, Drug,
Military Resale and Food/Drug Combo" trade classes.  Beverly
Valore is a specialist in information system technology.  We
believe we can use this talented group to jump start sales and
execute successful marketing programs.  

            Reason #2.  We believe we can cut expenses by the
consolidation of manufacturing in "Montana" under the leadership
of Ron Hauge, the founder on Montana Naturals.  We intend to
reduce the "New York" corporate overhead as MacDonald attempted
to do in August, 1997.  We intend to terminate the $200K per year
in fees and expenses paid to Founders Management Services, Inc.,
owned and operated by Messrs. Haber and Teeger.

            Reason #3.  We believe we can make your stock in
HealthRite a valuable investment.

            IF YOU HAVE NOT ALREADY DONE SO, COMPLETE THE GREEN
PROXY CARD AND RETURN IT PROMPTLY.  IF YOU HAVE COMPLETED A WHITE
CARD AND WISH TO CHANGE YOUR VOTE, COMPLETE THE GREEN CARD AND
MAIL IT AT ONCE.  YOU HAVE EVERY RIGHT TO CHANGE YOUR VOTE.  THE
PROXY CARD WITH THE LATEST DATE WILL BE COUNTED.

            If you have already completed the green card and voted
for the MacDonald/Walgreen Team, you do not need to vote again.

                            YOUR VOTE IS IMPORTANT!

            Call Beacon Hill Partners if you have any questions, Ed
McCarthy and Rick McGrove are prepared to help at 1-800-755-5001.



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