ROSEVILLE COMMUNICATIONS CO
DEFA14A, 1999-05-24
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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May 21, 1999

Dear Shareholder:

The  proxy form sent to you with the annual report has  not  been
received by us.  We are anxious to have all stock represented  at
our  meeting.   Even though you plan to attend in person,  it  is
still  important that you send in your proxy.  You have the right
to  revoke  the  proxy prior to or at the meeting and  vote  your
shares in person.

We  hope you will attend this meeting.  However, please sign  the
duplicate  proxy  we have provided and return in   the   enclosed
envelope.   If  stock is registered in the name of  two  or  more
persons, EACH MUST SIGN.  If one party is deceased, please  write
"deceased" on the proxy.  If you have already mailed your  proxy,
please disregard this notice.

If  you  have any questions regarding the meeting or your  proxy,
please feel free to call 916-786-1111 or 786-1112.

Sincerely,



ROBERT L. DOYLE
Chairman of the Board

RLD:em
Enclosures






From:  Eileen McGrath
Sent:  Friday, April 30, 1999 1:38 PM
To:    COMPANY WIDE
Subject:FW: Company-wide E-mail

TO OUR EMPLOYEE SHAREHOLDERS:

Please watch the intercompany mail for your copy of the proxy
statement and 1998 annual report, along with your proxy voting
card.  You will receive an envelope with these items if you own
shares of Roseville Communications Company outside of the
retirement plans.  Additionally, if you are a participant in the
Employee Stock Ownership Plan (our new ESOP which holds 401(k)
contributions made subsequent to January 1, 1999), you will
receive a separate package containing a proxy statement, annual
report and proxy voting card.

The proxy card for ESOP participants is yellow in color; the
proxy card for other shareholdings is goldenrod.  PLEASE VOTE
BOTH CARDS!  BE SURE TO RETURN YOUR YELLOW ESOP PROXY CARD TO
WELLS FARGO BANK IN THE ENVELOPE PROVIDED!  RETURN THE GOLDENROD
PROXY CARD TO ROSEVILLE COMMUNICATIONS COMPANY IN THE ENVELOPE
PROVIDED!

If you have any questions please call the Shareholder Relations
office, or you may call Barbara Nussbaum or Em Dorris regarding
the ESOP.  If you have no need for duplicate annual reports and
proxy statements, you may send your extra copies to Shareholder
Relations.  PLEASE DO NOT SEND YOUR YELLOW ESOP PROXY CARD TO
SHAREHOLDER RELATIONS.





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