<PAGE>
                            SCHEDULE 14A INFORMATION
 
                  Proxy Statement Pursuant to Section 14(a) of
            the Securities Exchange Act of 1934 (Amendment No.    )
 
    Filed by the 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  Material  Pursuant to 240.14a-11(c) or 240.14a-12
 
                       Braun's Fasions 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)(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:

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


<PAGE>

                        BRAUN'S FASHIONS CORPORATION
                           2400 Xenium Lane North
                          Plymouth, Minnesota 55441
                             __________________


                   NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                              DECEMBER 11, 1996
                             __________________

To the Shareholders:

     Notice is hereby given that the Annual Meeting of Shareholders of 
Braun's Fashions Corporation (the "Company") will be held at 2800 LaSalle 
Plaza, 800 LaSalle Avenue, Minneapolis, Minnesota on Wednesday, December 11, 
1996 at 3:30 p.m. Central Time for the following purposes as more fully 
described in the Proxy Statement accompanying this Notice:

   1.   To elect two Class 2 directors to serve on the Board of Directors
        for a term of three years;

   2.   To increase the number of shares of Common Stock reserved for 
        issuance under the Company's 1987 Stock Incentive Plan from 510,000 to
        710,000 shares;

   3.   To ratify the appointment of Price Waterhouse LLP as the Company's 
        independent auditors for the fiscal year ending March 1, 1997; and

   4.   To transact such other business as may properly come before the meeting 
        or any adjournment thereof.

     Only shareholders of record at the close of business on October 31, 
1996, are entitled to notice of and to vote at the meeting or any adjournment 
thereof.

     Your attention is directed to the accompanying Proxy Statement for the 
text of the matters to be proposed at the meeting and further information 
regarding each proposal to be made.

     SHAREHOLDERS UNABLE TO ATTEND THE MEETING IN PERSON ARE ASKED TO 
COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE 
ENCLOSED ENVELOPE.  IF YOU ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND 
VOTE IN PERSON IF YOU WISH.

                                     By Order of the Board of Directors


                                     Nicholas H. Cook
                                     Chairman of the Board

N
ovember 4, 1996
Minneapolis, Minnesota

1001100



<PAGE>




                          BRAUN'S FASHIONS CORPORATION
                             2400 Xenium Lane North
                            Plymouth, Minnesota 55441

                             _____________________

                                PROXY STATEMENT

                              _____________________

                 Annual Meeting of Shareholders - December 11, 1996

                       INFORMATION CONCERNING SOLICITATION
                                   AND VOTING

          This Proxy Statement is furnished by the Board of Directors of 
Braun's Fashions Corporation (the "Company") in connection with the 
solicitation of proxies to be used at the Annual Meeting of Shareholders (the 
"Meeting") of the Company to be held on Wednesday, December 11, 1996, at 3:30 
p.m. Central Time, at 2800 LaSalle Plaza, 800 LaSalle Avenue, Minneapolis, 
Minnesota, and at all adjournments thereof for the purposes set forth herein 
and in the accompanying Notice of Annual Meeting of Shareholders.  ANY PROXY 
IN WHICH NO DIRECTION IS SPECIFIED WILL BE VOTED IN FAVOR OF EACH OF THE 
MATTERS TO BE CONSIDERED.  This Proxy  Statement and  the Notice of Meeting 
and Proxy are being mailed to shareholders on or about November 4, 1996.

         The close of business on October 31, 1996 has been fixed as the 
record date for the determination of shareholders entitled to receive notice 
of and to vote at the Meeting.  At that date, the Company's outstanding 
voting securities consisted of 3,796,512 shares of common stock, par value 
$.01 per share (the "Common Stock").  On all matters which will come before 
the Meeting, each shareholder or his proxy will be entitled to one vote for 
each share of Common Stock of which such shareholder was the holder of record 
on the record date.  The aggregate number of votes cast by all shareholders 
present in person or by proxy at the Meeting will be used to determine 
whether a motion is carried.  Thus, an abstention from voting on a matter by 
a shareholder, while included for purposes of calculating a quorum for the 
Meeting, has no effect on the item on which the shareholder abstained from 
voting.  In addition, although broker "non-votes" will be counted for 
purposes of attaining a quorum, they will have no effect on the vote.

         Any Proxy given pursuant to this solicitation may be revoked by the 
person giving it at any time prior to its use by (i) delivering to the 
principal office of the Company a written notice of revocation, (ii) filing 
with the Company a duly executed Proxy bearing a later date or (iii) 
attending the Meeting and voting in person.

         The costs of this solicitation will be borne by the Company.  The 
Company will request brokerage houses and other nominees, custodians and 
fiduciaries to forward soliciting material to beneficial owners of the 
Company's Common Stock.  The Company will reimburse brokerage firms and other 
persons representing beneficial owners for their expenses in forwarding 
solicitation materials to beneficial owners.



<PAGE>



                    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

         The following table sets forth certain information regarding the 
beneficial ownership of the Company's Common Stock as of October 1, 1996:  
(i) by each of the executive officers included in the Summary Compensation 
Table set forth under the caption "Executive Compensation;" (ii) by each 
director; (iii) by all directors and executive officers of the Company as a 
group; and (iv) by each person known to the Company to be the beneficial 
owner of more than 5% of the outstanding shares of the Company's Common Stock.

N
ame                                Number of Shares        Percent of Shares
                                    Beneficially Owned      Beneficially Owned
- ----                                ------------------      ------------------

Officers and Directors
- ----------------------

Nicholas H. Cook                           88,593                     2.3
Herbert D. Froemming                       50,784(1)                    *
William J. Prange                             -                         *
Marc C. Ostrow                            325,447(2)(3)               8.6
James J. Fuld, Jr.                        278,947(3)(4)               7.3
Donald D. Beeler                            5,000(5)                    *
Larry C. Barenbaum                          5,000(5)                    *

Other 5% Shareholders
- ---------------------

CIGNA Property & Casualty
 Insurance Company                        342,921(6)                  9.0
The Morgan Stanley         
 Leveraged Mezzanine Fund L.P.            320,913(7)                  8.5
Cowen & Company                           346,500(8)                  9.1

All directors and executive
officers as group (7 persons)             753,771(9)                 19.9

- -------------------------------
*Less than 1%

(1)   Includes 16,000 shares issuable pursuant to options granted.
(2)   Mr. Ostrow's address is c/o Pennwood Capital Corporation, 477 Madison
      Avenue, New York, New York 10022.
(3)   Includes 3,333 shares issuable pursuant to options granted.
(4)   Mr. Fuld's address is c/o James J. Fuld, Jr. Corp., 605 Third Avenue,
      Suite 3500, New York, New York 10158.
(5)   Includes 5,000 shares issuable pursuant to options granted.
(6)   Does not include shares owned by The Morgan Stanley Leveraged Mezzanine
      Fund L.P. (the "Fund") for which CIGNA acts as agent, including the 
      shares shown in the Table as beneficially owned by the Fund.  CIGNA's
      address is: c/o CIGNA Investments, Inc., 900 Cottage Road, South Building,
      S-307, Bloomfield, Connecticut 06002.
(7)   The address of the Fund is: c/o CIGNA Investments, Inc., 900 Cottage Road,
      South Building, S-307, Bloomfield, Connecticut 06002.
(8)   The address of Cowen & Company is:  1 Financial Square, New York, New York
      10005.
(9)   This figure includes outstanding shares and options described in the
      preceding footnotes.




                                        2


<PAGE>

                                     PROPOSAL ONE
                                 ELECTION OF DIRECTORS
GENERAL

         The Company's Certificate of Incorporation provides that the Board 
of Directors be divided into three classes of directors of as nearly equal 
size as possible.  The Company's Bylaws further provide that the total number 
of directors will be determined exclusively by the Board of Directors.  
Directors are elected for a term of three years and the terms are staggered.  
Larry C. Barenbaum and Donald D. Beeler are the directors in the class whose 
term expires at the Meeting.  Management and the Board of Directors have 
nominated and recommended that Larry C. Barenbaum and Donald D. Beeler be 
reelected as Class 2 directors, to hold office until the 1999 Annual Meeting 
of Shareholders and until their respective successors are duly elected and 
qualified.  Both of the nominees are members of the Board of Directors of the 
Company and have served in that capacity since originally elected or 
designated as indicated below.

         There is no family relationship among the nominees or between any 
nominee and any of the Company's other directors.

VOTING INFORMATION

         Proxies solicited by the Board of Directors will, unless otherwise 
directed, be voted to elect Messrs. Barenbaum and Beeler.  The affirmative 
vote of the majority of shares of Common Stock present and entitled to vote 
at the Meeting is necessary to elect each nominee.  A shareholder submitting 
a Proxy may vote for all or any of the nominees for election to the Board of 
Directors or may withhold his or her vote from all or any of such nominees.  
IF A SUBMITTED PROXY IS PROPERLY SIGNED BUT UNMARKED IN RESPECT OF THE 
ELECTION OF DIRECTORS, IT IS INTENDED THAT THE PROXY AGENTS NAMED IN THE 
PROXY WILL VOTE THE SHARES REPRESENTED THEREBY FOR THE ELECTION OF ALL OF THE 
NOMINEES.  Both of the nominees have agreed to serve the Company as a 
director if elected.  However, should any nominee become unwilling or unable 
to serve if elected, the Proxy Agents named in the Proxy will exercise their 
voting power in favor of such other person as the Board of Directors of the 
Company may recommend.  The Company's Certificate of Incorporation prohibits 
cumulative voting and each director will be elected by a majority of the 
voting power of the shares present and entitled to vote at the Meeting.

         The table below gives certain information concerning the nominees 
and other directors:


<TABLE>
<CAPTION>
                                                                                          Director
Name                             Age    Nominee or Continuing Director in Term              Since
- ----                             ---    --------------------------------------            --------
<S>                              <C>    <C>
Larry C. Barenbaum (1)(2)....    49     Director; nominee with term expiring in 1999        1992
Donald D. Beeler (1)(2)......    60     Director; nominee with term expiring in 1999        1992
Nicholas H. Cook ............    56     Director with term expiring in 1998                 1987
Marc C. Ostrow (1) ..........    50     Director with term expiring in 1998                 1986
Herbert D. Froemming ........    60     Director with term expiring in 1997                 1990




                                        3



<PAGE>

James J. Fuld, Jr.(2) .......    49     Director with term expiring in 1997                 1986
___________________
(1)   Member of Compensation Committee
(2)   Member of Audit Committee

</TABLE>


NOMINEES AND DIRECTORS

Class 2 Nominees
- ----------------

         LARRY C. BARENBAUM has served as a director of the Company since March 
1992.  From 1986 to November 1991, Mr. Barenbaum was President and Chief 
Executive Officer of Lawrence Jewelry Company, a fashion, wholesale jewelry 
distribution company he founded in 1970.  Since November 1991, Mr. Barenbaum 
has been self-employed as President of LCB Enterprises, Inc., a small 
business investment and acquisition company specializing in the product 
distribution and marketing fields.  Mr. Barenbaum also serves on the Board of 
Directors of Signal Bank and United Community Bancshares, Inc. 

         DONALD D. BEELER has served as a director of the Company since March 
1992.  Since 1986, Mr. Beeler has been Chairman and Chief Executive Officer 
of Snyder's Drug Stores, Inc. ("Snyders"), a Minneapolis-based retailer which 
operates a chain of 75 stores.  In addition, Snyders operates a wholesale 
program for FoxMeyer Corporation which supplies over 800 independent 
retailers in the United States.

Class 1 Directors
- -----------------

         NICHOLAS H. COOK has served the Company in various capacities since 
1977.  Mr. Cook has been Chairman of the Board since January 1992, Chief 
Executive Officer since December 1990, and a director since October 1987.  
From December 1990 to June 1994, he also served as the Company's President 
and from February 1987 to December 1990, he was a Vice President.

         MARC C. OSTROW has served as a director of the Company since 1986.  
From November 1986 until November 1991, Mr. Ostrow served as Chairman of the 
Board of the Company, and until December 1990, also acted as President (on an 
unpaid basis) of Braun's Holding Company, Inc.  Since 1979, Mr. Ostrow's 
principal occupation has been as Chairman, President and Chief Executive 
Officer of Pennwood Capital Corporation ("Pennwood Capital"), a private 
venture capital investment and management firm.

Class 3 Directors
- -----------------

         HERBERT D. FROEMMING has served the Company as President and Chief 
Operating Officer since June 1994.  Mr. Froemming has been Secretary since 
December 1990, and Treasurer since January 1989.  From January 1989 until May 
1994, Mr. Froemming served as the Company's Chief Financial Officer and, from 
March 1992 to June 1994, Mr. Froemming was a Senior Vice President.  He has 
been a director of the Company since May 1990.  From June 1984 until January 
1989, Mr. Froemming was self-employed and was affiliated with Sullivan 
Associates, Inc. as a turnaround consultant for financially troubled 
companies.  From September 1978 to June 1984, he was Senior Vice President of 
Gamble Skogmo, Inc., a merchandising and financial services conglomerate, and 
Wickes Companies, Inc. which acquired Gamble Skogmo in 1980.




                                        4



<PAGE>


         JAMES J. FULD, JR. has served as a director of the Company since 
1986.  From November 1986 to December 1990, he served as Secretary of the 
Company.  Since December 1979, Mr. Fuld has been the Chairman, President and 
sole shareholder of James J. Fuld, Jr. Corp., a private financial and 
management consulting firm.

         The Company has operated its business as debtor-in-possession under 
Chapter 11 of the United States Bankruptcy Code since July 1996.  All of the 
nominees and directors have served as directors of the Company during this 
period.

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

         During the fiscal year ended March 2, 1996, the Board of Directors 
held three meetings.  Each director attended at least 75% of the aggregate 
total number of meetings of the Board of Directors plus the total number of 
meetings of all committees of the Board on which he served.

         The Audit Committee recommends to the Board of Directors the 
s
election of independent accountants and reviews the activities and reports 
of the independent accountants as well as the internal accounting controls of 
the Company.  The Audit Committee is comprised of Messrs. Fuld, Barenbaum and 
Beeler and held two meetings during the last fiscal year.

         The Compensation Committee determines the compensation for executive 
officers of the Company and establishes the Company's compensation policies 
and practices.  The Compensation Committee also grants stock options to 
employees of the Company, including officers who are not directors of the 
Company, pursuant to the Company's Stock Option Plan.  The Compensation 
Committee is comprised of Messrs. Ostrow, Barenbaum and Beeler and held 
three meetings during the last fiscal year.

         The Company has no nominating committee or any committee performing 
those functions.  The Board as a whole performs the functions which would 
otherwise be delegated to a nominating committee.


COMPENSATION OF DIRECTORS

         The Company compensates directors who are not employed by the 
Company or its affiliates $8,000 per year, payable quarterly, plus expenses 
for services as a director.  In addition, in June 1996, Messrs. Barenbaum and 
Beeler were each granted an option to purchase 5,000 shares of Common Stock 
at an exercise price of $3.00 per share.

1992 DIRECTOR STOCK OPTION PLAN

         Effective March 1, 1992, the Company established the 1992 Director 
Stock Option Plan (the "Director Option Plan"), which provides for the 
issuance by the Company of a maximum of 40,000 shares of Common Stock to 
non-employee directors upon the exercise of options.

         The Director Option Plan provides for the automatic grant of 
non-qualified options to purchase 10,000 shares of Common Stock, at an 
exercise price equal to the fair market value of the shares on the date of 
grant, to each non-employee director when such non-employee director becomes 
a member of the Board for the first time.  Such options will vest over a 
three-year period, with one-third of such options becoming exercisable on 
each of the first, second and third anniversaries of the date of grant.  
Options which expire, or are cancelled or terminated without having been 
exercised, may be regranted to other non-employee directors under the 
Director Option Plan.  The Director Option Plan terminates on March 1, 2002.

         In June 1996, options previously granted to each of Messrs. Ostrow, 
Fuld, Barenbaum and Beeler under the Director Option Plan to purchase 10,000 
shares of Common Stock were repriced with an exercise price of $3.00 per 
share, one-third of which vested immediately and the balance over the two 
year period commencing in June 1996.

C
OMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

         Section 16(a) of the Securities Exchange Act of 1934 as amended (the 
"Securities Act") requires the Company's officers and directors, and persons 
who own more than ten percent of a registered class of the Company's equity 
securities, to file reports of ownership on Form 3 and changes in ownership 
on Forms 4 or 5 with the Securities and Exchange Commission (the 
"Commission") and The NASDAQ Stock Market.  Such officers, directors and ten 
percent shareholders are also required by the Commission's rules 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 representation from certain reporting persons that no Forms 5 were 
required for such persons, the Company believes that during the fiscal year 
ended March 2, 1996, all Section 16(a) filing requirements applicable to its 
officers, directors and ten percent stockholders were complied with.

 
                            EXECUTIVE COMPENSATION

C
OMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

         Decisions and recommendations regarding the compensation of the 
Company's executives are made by a three member Compensation Committee (the 
"Committee") composed entirely of non-employee directors.  The Committee has 
responsibility to review, establish and change compensation programs for the 
Company's officers to most accurately reflect the current needs of the 
Company and best measure and reward the performances of its executives.  The 
following is a report of the Compensation Committee of the Company describing 
the compensation policies and rationale applicable to the Company's executive 
officers with respect to the compensation paid to such executive officers for 
the year ended March 2, 1996.




                                        6



<PAGE>

TO THE BOARD OF DIRECTORS:

COMPENSATION PHILOSOPHY

         The Company's executive compensation programs are designed to 
attract and retain highly qualified executives and to motivate them to 
maximize shareholder value by achieving strategic Company goals.  The 
Committee attempts to balance short and long-term considerations in 
appropriately rewarding individuals who are responsible for the Company's 
profitability, growth and enhancement of shareholder value.  Compensation for 
executive officers consists of: (i) base salary, (ii) an annual cash 
incentive award, and (iii) a long-term incentive, through a stock option 
plan.  The Committee strongly believes that management's compensation should 
be structured to emphasize the relationship between pay and performance by 
placing a portion of compensation at risk and subject to the achievement of 
financial goals and objectives.  Additionally, such qualitative factors as 
leadership skills, planning initiatives, technical skills, and employee 
development have been deemed to be important factors to take into account in 
considering levels of compensation.

COMPONENTS OF COMPENSATION

         BASE COMPENSATION - It is the Company's policy to pay competitive 
base compensation to its executive officers, as measured against the norms 
for similar positions in companies of similar size and characteristics.  The 
Committee annually reviews and, if appropriate, adjusts executive officers' 
salaries based on an evaluation of each officer's performance as well as the 
performance of the Company as a whole.  In making individual base salary 
recommendations, the Committee considers the executive's sustained 
performance against his or her individual job responsibilities including, 
where appropriate, the impact of such performance on the business results of 
the Company, as well as the executive's experience, management and leadership 
ability and potential for advancement, his or her compensation history and 
the Company's performance.

         CASH INCENTIVE AWARDS - To encourage performance and to provide a 
direct link with executive compensation, the Company pays annual cash bonuses 
in accordance with the Braun's Management Bonus Plan (the "Plan").  Under the 
Plan, bonuses are primarily based on the Company's performance as measured 
against the Company's business plan and historical results.  Annual pre-tax 
earnings targets are set by the Committee based on the Company's pre-tax 
earnings budget and other objective criteria as approved by the Committee.  
Actual annual incentive payments are based upon a pre-bonus, pre-tax earnings 
performance formula.  The Committee may also make discretionary bonuses based 
on individual achievement.

         LONG-TERM INCENTIVE COMPENSATION - The Committee believes that 
granting stock options to executive officers and key employees provides an 
incentive for them to make decisions which are in the long-term best interest 
of the Company.  In determining stock option grants, the Committee considers 
the executive's contribution to the Company's performance and his or her 
anticipated future contributions toward meeting the Company's long-term 
strategic goals, as well as industry practice.




                                        7


<PAGE>

CHIEF EXECUTIVE OFFICER'S COMPENSATION

         The compensation of Nicholas H. Cook, the Company's Chief Executive 
Officer, consisted only of his base salary under his employment agreement 
which was $231,000 in fiscal 1996, unchanged from his salary in fiscal 1995.  
Mr. Cook did not receive a bonus last year nor in fiscal 1995 and was not 
awarded any additional stock options.  At present prices none of the vested 
options held by Mr. Cook could be profitably exercised.

April 19, 1996                    Members of the Compensation Committee


                                  Marc C. Ostrow, Chairman
                                  Larry C. Barenbaum
                                  Donald D. Beeler


SUMMARY COMPENSATION TABLE

         The following table sets forth, the cash and noncash compensation 
for each of the last three fiscal years awarded to or earned by the Chief 
Executive Officer of the Company and the other two executive officers whose 
compensation exceeded $100,000 for such fiscal year.

                            SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
_________________________________________________________________________________________________________________


 
                                                                                        
                                           Annual Compensation                         Long-Term
                                                                                     Compensation
                            --------------------------------------------------      ---------------------------
                                                                   Other Annual         Awards       All Other
    Name and                Fiscal      Salary        Bonus        Compensation        Options     Compensation
Principal Position           Year       (  $  )     (  $  )(1)       (  $  )(2)       (  #  )(3)     (  $  )(4)
- ------------------          ------      -------     ----------     ------------     ---------------------------
      <S>                    <C>          <C>          <C>             <C>               <C>             <C>  

Nicholas H. Cook             1996       231,000         --              --                    0           435
 Chairman, Chief             1995       231,000         --              --                    0           403
 Executive Officer           1994       231,000         --              --                    0           370
- ---------------------------------------------------------------------------------------------------------------
Herbert D. Froemming         1996       200,000         --              --                    0         1,770
 President, Chief            1995       193,000         --              --               10,000         1,616
 Operating Officer           1994       176,000         --              --                    0         1,679
- ---------------------------------------------------------------------------------------------------------------
William J. Prange (5)        1996       165,000         --              --                    0         1,144
 Senior Vice President,      1995       133,558         --              --               50,000            --
 General Merchandising
 Manager


_______________________________________________________________________________________________________________
</TABLE>


(1)   Reflects bonus earned during the fiscal year.

(2)   "Other Annual Compensation" includes the following, to the extent that
      the aggregate amount thereof exceeds the lesser of $50,000 or 10% of the
      total annual salary and bonus reported for the individual: personal
      benefits received by the named individuals and amounts reimbursed the
      individuals during the year for payment of taxes.

(3)   In June 1996 (fiscal 1997), to retain and motivate key employees and
      management and with a view towards aligning the interests of management
      with the Company's shareholders, the Compensation Committee issued
      additional stock options to key employees and management and reset the
      exercise prices and vesting schedules on certain existing stock options.
      Messrs. Cook, Froemming and Prange received additional options for 10,000,
      10,000 and 35,000 shares, respectively, resulting in total outstanding
      options to such individuals of 87,600, 103,600 and 85,000 options,
      respectively.  Of these options, Messrs. Cook, Froemming and Prange were
      granted 43,800, 43,800 and 42,500 options, respectively, at an exercise
      price of $2.00 per share, which vest over three years commencing in June 
      1998. In addition, Messrs. Cook, Froemming and Prange were granted 
      43,800, 43,800 and 42,500 options, respectively, at an exercise price of
      $4.00 per share, which vest over three years commencing in June 1997. Mr.
      Froemming also holds 16,000 options which were not repriced.


                                        8



<PAGE>


(4)   "All Other Compensation" includes the following amounts contributed by
      the Company during the fiscal year under the Company's Retirement Savings
      Plan for each of the named officers:  $1,125, $1,019 and $1,124 for Mr.
      Froemming in 1996, 1995 and 1994, respectively, and $1,031 for Mr. Prange 
      for 1996.  Insurance premiums were paid on behalf of each named executive
      officer in the amount of $435 for Mr. Cook, $645 for Mr. Froemming and
      $113 for Mr. Prange in 1996, $403 for Mr. Cook and $597 for Mr. Froemming
      in 1995, and $370 for Mr. Cook and $555 for Mr. Froemming in 1994.

(5)   Mr. Prange became employed by the Company in April 1994 and has a base
      salary of $165,000.

      No stock options were granted to the individuals named in the 
Summary Compensation Table during the year ended March 2, 1996.  Stock 
options were granted to these individuals in fiscal 1997 (ending March 1, 
1997) as discussed in Note 3 to the Summary Compensation Table.

      The following table sets forth, for each of the executive officers 
named in the Summary Compensation Table above, the year-end value of 
unexercised options.

      Option Exercises and Value of Options at End of Fiscal 1996


<TABLE>
<CAPTION>
_________________________________________________________________________________________________________________
                                                          Number of Unexercised              Value of Unexercised
                              Shares                        Options at End of                In-the-Money Options
                             Acquired                        Fiscal 1996 (#)              at End of Fiscal 1996 (1)
                                on         Value       -----------------------------     -----------------------------
         Name                Exercise     Realized     Exercisable     Unexercisable     Exercisable     Unexercisable
- ------------------------     --------     --------     -----------     -------------     -----------     -------------
                               (#)         ($)(1)
                               ---         ------
<S>                            <C>          <C>            <C>              <C>              <C>               <C>

Nicholas H. Cook (2)           --           N/A          58,060           19,540             $0               $0
- ----------------------------------------------------------------------------------------------------------------------
Herbert D. Froemming (2)       --           N/A          74,060           19,540        $16,990               $0
- ----------------------------------------------------------------------------------------------------------------------
William J. Prange (2)          --           N/A          10,000           40,000             $0               $0

______________________________________________________________________________________________________________________
</TABLE>


(1)   Value based on market value of the Company's Common Stock on March 2, 1996
      less the exercise price.

(2)   See also options granted and repriced to Messrs. Cook, Froemming and 
      Prange in June 1996, summarized in Note 3 to the Summary Compensation 
      Table.


EMPLOYMENT AGREEMENTS

      In December 1991, the Company entered into three-year employment 
agreements with Messrs. Cook and Froemming (the "Employment Agreements").  In 
fiscal 1996, the Employment Agreements provided for annual base salaries to 
Messrs. Cook and Froemming of $231,000 and $200,000, respectively.  Although 
the original term of the Employment Agreements expired December 19, 1994, the 
Employment Agreements further provide for one-year automatic extensions if 
the Employment Agreements are not terminated by the Company or the executive. 
 The Employment Agreements also provide that Messrs. Cook and Froemming are 
entitled to certain severance benefits in the event that their employment is 
terminated by the Company "without cause" or by such executive following a 
"change of control" (both as defined in the Employment Agreements).  In such 
cases, the executive would receive his salary for one year following notice 
of termination, less any cash compensation earned by the executive by other 
reemployment during the period.  In addition, the executive would continue to 
be eligible for any option plans adopted by the Company during such period 
and would have 180 days following such period in which to exercise all 
options previously granted.  The Employment Agreements provide for a 
continuation of salary payments and other benefits thereunder in the event of 
disability of the executive (reduced by any disability insurance benefits 
received by such



                                        9



<PAGE>


executive) or death (up to the benefit of any life insurance policies 
obtained by the Company with respect to such executive).  In addition, the 
Employment Agreements provide for the executives' retention of their life 
insurance policies at no cost to the executives in the event of retirement. 
Each of the Employment Agreements contains a covenant not to compete with the 
Company for (i) the period during which they receive severance benefits in 
the event of their termination by the Company "without cause" or at their 
election upon a "change of control," and (ii) a period of one year in the 
event of their termination for any other reason.

MANAGEMENT BONUS PLAN

         Effective March 1990, the Company established the Braun's Management 
Bonus Plan (the "Bonus Plan") under which certain key management employees of 
the Company, including all executive officers, are eligible to receive annual 
bonuses.  Bonuses under the Bonus Plan are based on (a) a comparison of 
targeted pre-tax earnings (as determined on an annual basis by the 
Compensation Committee) to the Company's actual pre-tax earnings and (b) a 
comparison of targeted individual or department performance objectives to 
actual performance.  In the event that actual pre-tax earnings are less than 
or equal to the hurdle rate based on a percentage of targeted pre-tax 
earnings set by the Compensation Committee from time-to-time, no bonuses are 
paid by the Company.  There were no bonuses paid to any of the executive 
officers named in the Summary Compensation Table for fiscal 1996.

SECTION 401(K) PLAN

         Effective March 3, 1991, the Company established the Braun's 
Fashions, Inc. Retirement Savings Plan, a voluntary tax deferred retirement 
plan qualified under Section 401(k) of the Internal Revenue Code of 1986, as 
amended (the "401(k) Plan").  Pursuant to the 401(k) Plan, eligible employees 
(employed at the Company for more than one year) may elect to contribute up 
to 16% of their compensation, subject to limitations under the Internal 
Revenue Code, to the 401(k) Plan.  The Company is permitted to make 
discretionary matching contributions of up to 25% of the first 6% of the 
participant's pre-tax contributions.  Matching contributions vest at a rate 
of 25% per year.  Neither employee nor Company contributions to the 401(k) 
Plan are taxable to the employee until such amounts are distributed to the 
employee, and Company contributions are tax deductible by the Company at the 
time of contribution.  The Company made a contribution for fiscal 1996 in the 
amount of $28,188, including $1,125 on behalf of Mr. Froemming and $1,031 on 
behalf of Mr. Prange.

 
                            COMPARATIVE STOCK PERFORMANCE

         The graph below compares the cumulative total shareholder return on 
the Common Stock of the Company since March 31, 1992 (the date of the 
Company's initial public offering) to the cumulative total shareholder return 
over such period of (i) the NASDAQ Stock Market index and (ii) the NASDAQ 
Retail Trade index.  The information contained in this graph shall not be 
deemed to be "soliciting material" or to be "filed" with the Securities and 
Exchange Commission, nor shall such information be incorporated by reference 
into any future filing under the Securities Act or the Exchange Act, except 
to the extent that the Company specifically incorporates it by reference into 
any such filing.




                                        10


<PAGE>

                         COMPARATIVE STOCK PERFORMANCE

     The graph below compares the cumulative total shareholder return on the 
Common Stock of the Company since March 31, 1992 (the data of the Company's 
initial public offering) to the cumulative total shareholder return over such 
period of (i) the NASDAQ Stock Market (U.S. Companies) index and (ii) the 
NASDAQ Retail Trade index.  The information contained in this graph shall not 
be deemed to be "soliciting material" or to be "filed" with the Securities 
and Exchange Commission nor shall such information be incorporated by 
reference into any future filing under the Securities Act or the Exchange 
Act, except to the extent that the Company specifically incorporates it by 
reference into any such filing.


[GRAPH]


<TABLE>
<CAPTION>
                                  3/31/92     2/27/93     2/26/94     2/25/96     3/2/96
                                  -------     -------     -------     -------     ------
<S>                               <C>         <C>         <C>         <C>         <C>
Braun's Fashions Corporation        100         157         98          37          24
NASDAQ Stock Market
  (U.S. Companies)                  100         112        131         134         184
NASDAQ Retail Trade                 100          88         96          90         105
</TABLE>



                                      11

<PAGE>



                                   PROPOSAL TWO
                 PROPOSAL TO INCREASE THE NUMBER OF SHARES AUTHORIZED
                   FOR ISSUANCE UNDER THE 1987 STOCK INCENTIVE PLAN

PROPOSED AMENDMENT

         In June 1996, the Company's Board of Directors adopted, subject to 
shareholder approval, an amendment to the Company's 1987 Stock Incentive Plan 
(the "Incentive Plan") increasing the number of shares of Common Stock 
authorized for issuance under the Incentive Plan by 200,000 shares to 
710,000 shares.  The Board of Directors believes that stock options 
have been, and will continue to be, an important compensation element in 
attracting and retaining key employees.  As of July 1, 1996, no shares of 
Common Stock remained available for future grants of stock options under the 
Incentive Plan.  The Board of Directors believes that the increase in 
authorized shares is necessary because of the need to continue to make awards 
under the Incentive Plan to attract and retain key employees.

SUMMARY OF INCENTIVE PLAN

          The purpose of the Incentive Plan is to aid the Company in 
maintaining and developing management personnel capable of assuring the 
future success of the Company, to offer such personnel incentives to put 
forth maximum efforts for the success of the Company's business and to afford 
such personnel an opportunity to acquire a proprietary interest in the 
Company. All key employees of the Company are eligible to receive awards 
under the Incentive Plan.  The Incentive Plan terminates in 1997, and no 
awards may be made after such date.  However, unless otherwise expressly 
provided in the Incentive Plan, any option granted may extend beyond the 
termination date of the Incentive Plan.

         The Incentive Plan permits the granting of:  (a) stock options, 
including "Incentive Stock Options" meeting the requirements of Section 422 
of the Code ("Incentive Stock Options") and (b) stock options that do not 
meet such requirements ("Nonqualified Stock Options").  The Incentive Plan is 
administered by a committee of the Board of Directors consisting exclusively 
of three or more nonemployee directors (the "Committee").  The Committee has 
the authority to establish rules for the administration of the Incentive 
Plan; to select the key employees to whom options are granted; to determine 
the number of shares of Common Stock covered by such options; and to set the 
terms and conditions of such options.  Determinations and interpretations 
with respect to the Incentive Plan are in the sole discretion of the 
Committee, whose determinations and interpretations are binding on all 
interested parties.  The Committee may delegate to one or more officers the 
right to grant options with respect to individuals who are not subject to 
Section 16(b) of the Securities Act.

         The exercise price per share under any stock option cannot be 
less than 100% of the fair market value of the Company's Common 
Stock on the date of the grant of such option.  Determinations of 
fair market value under the Incentive Plan are made in accordance 
with methods and procedures established by the Committee.  For 
purposes of the Incentive Plan, the fair market value of shares of 
Common Stock on a given date is (i) the last sales price of the 
shares as reported on The NASDAQ Stock Market, if the shares are 
then being quoted on The NASDAQ



                                        12



<PAGE>


Stock Market or (ii) the closing price of the shares on such date on a 
national securities exchange, if the shares are then being traded on a 
national securities exchange.

         No option granted under the Incentive Plan may be assigned, 
transferred, pledged or otherwise encumbered by the individual to whom it is 
granted, otherwise than by will, by designation of a beneficiary, or by laws 
of descent and distribution.  Each option is exercisable during such 
individual's lifetime, only by such individual, or, if permissible under 
applicable law, by such individual's guardian or legal representative.  If 
any shares of Common Stock subject to any options are not purchased or are 
forfeited, the shares previously used for such options become available for 
future grants under the Incentive Plan.

         If any dividend or other distribution, recapitalization, stock 
split, reverse stock split, reorganization, merger, consolidation, split-up, 
combination, repurchase, or exchange of shares of Common Stock or other 
securities of the Company, issuance of warrants or other rights to purchase 
shares of Common Stock or other securities of the Company, or other similar 
corporate transaction or event affects the shares of Common Stock so that an 
adjustment is appropriate in order to prevent dilution or enlargement of the 
benefits or potential benefits intended to be made available under the 
Incentive Plan, the Committee may, in such manner as it deems equitable, 
adjust (a) the number and type of shares (or other securities or property) 
which thereafter may be made the subject of options, (b) the number and type 
of shares (or other securities or property) subject to outstanding options, 
and (c) the exercise price with respect to any option.  The Committee may 
correct any defect, supply any omission, or reconcile any inconsistency in 
the Incentive Plan or any option agreement in the manner and to the extent it 
shall be deemed desirable to carry the Incentive Plan into effect.

         The Board of Directors may amend, alter or discontinue the Incentive 
Plan at any time, provided that shareholder approval must be obtainable for 
any change that (i) absent such shareholder approval, would cause Rule 16b-3 
as promulgated by the Securities and Exchange Commission under the Securities 
Act, to become available with respect to the Incentive Plan; (ii) requires 
the approval of the Company's shareholders under any rules or regulations of 
the National Association of Securities Dealers, Inc. or any securities 
exchange applicable to the Company; or (iii) requires the approval of the 
Company's shareholders under the Internal Revenue Code (the "Code") in order 
to permit Incentive Stock Options to be granted under the Incentive Plan.

         The following is a summary of the principal federal income tax 
consequences generally applicable to options under the Incentive Plan.  The 
grant of an option is not expected to result in any taxable income for the 
recipient.  The holder of an Incentive Stock Option generally will have no 
taxable income upon exercising the Incentive Stock Option (except that a 
liability may arise pursuant to the alternative minimum tax), and the Company 
will not be entitled to a tax deduction when an Incentive Stock Option is 
exercised.  Upon exercising a Nonqualified Stock Option, the optionee must 
recognize ordinary income equal to the excess of the fair market value of the 
shares of the Common Stock acquired on the date of exercise over the exercise 
price, and the Company will be entitled at that time to a tax deduction for 
the same amount.  The tax consequences to an optionee upon a disposition of 
shares acquired through the exercise of an option will depend on how long the 
shares have been held and upon whether such shares were acquired by 
exercising an Incentive Stock Option or by exercising a Nonqualified Stock 
Option.  Generally, there will be no tax consequences to the Company in 
connection with disposition of shares acquired under an option, except that 
the Company may be entitled to a tax deduction in the case of a disposition 
of shares acquired under an Incentive Stock Option before the applicable 
Incentive Stock Option holding periods set forth in the Code have been 
satisfied.

         Special rules apply in the case of individuals subject to Section 
16(b) of the Securities Act.  In particular, under current law, unless a 
special election is made pursuant to the Code, shares received pursuant to 
the exercise of a stock option may be treated as restricted as to 
transferability and subject to a substantial risk of forfeiture for a period 
of up to six months after the date of exercise.  Accordingly, the amount of 
any ordinary income recognized, and the amount of the Company's tax 
deduction, may be determined as of the end of such period.

         Common Stock acquired under the Incentive Plan is freely tradeable, 
except when acquired by "affiliates" of the Company.  Certain directors and 
officers may be deemed to be "affiliates" as that term is defined under the 
Securities Act of 1933, as amended (the "Act").  Common Stock acquired under 
the Incentive Plan by an affiliate may only be re-offered or resold under an 
effective registration statement, under Rule 144 or under another exemption 
from the registration requirements of the Act.

BOARD RECOMMENDATION AND SHAREHOLDER VOTE REQUIRED

 
        THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL TO 
AMEND THE INCENTIVE PLAN.  The affirmative vote of a majority of 
the shares of Common Stock present and entitled to vote is 
necessary to approve the proposal.  Proxies solicited by the Board 
of Directors will, unless otherwise directed, be voted to approve 
the proposal.  Shares held by persons who abstain from voting on 
the proposal and broker "non-votes" will not be voted for or 
against the proposal.  Shares held by persons abstaining will be 
counted in determining whether a quorum is present for the purpose 
of voting on the proposal but broker non-votes will not be counted 
for this purpose.




                                        14



<PAGE>




                                  PROPOSAL THREE
                          RATIFICATION AND APPROVAL OF THE
                        APPOINTMENT OF INDEPENDENT AUDITORS

         The Board of Directors selected the accounting firm of Price 
Waterhouse LLP to serve as its independent auditor for the fiscal year Ending 
March 1, 1997.  Price Waterhouse LLP has audited the Company's financial 
statements since the fiscal year ended March 2, 1991.  A proposal to ratify 
that appointment will be presented at the Meeting.  Representatives of Price 
Waterhouse LLP are expected to be present at the Meeting.  They will have an 
opportunity to make a statement if they desire to do so and will be available 
to respond to appropriate questions from shareholders.

BOARD RECOMMENDATION AND SHAREHOLDER VOTE REQUIRED

 
        THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE 
SELECTION OF THE INDEPENDENT AUDITOR.  Ratification of the selection requires 
the affirmative vote by a majority of the shares of Common Stock present or 
represented at the Meeting.  Shares held by persons who abstain from voting 
on the proposal and broker "non-votes" will not be voted for or against the 
proposal.  Shares held by persons abstaining will be counted in determining 
whether a quorum is present for purposes of voting on the proposal but broker 
non-votes will not be counted for this purpose.  If the appointment is not 
ratified by the shareholders, the Board of Directors is not obligated to 
appoint other auditors, but the Board of Directors will give consideration to 
such unfavorable vote.

                    SHAREHOLDER PROPOSALS FOR NEXT ANNUAL MEETING

         Any shareholder proposals intended to be presented at the Company's 
next annual meeting of shareholders must be received by the Company at its 
office located at 2400 Xenium Lane North, Plymouth, Minnesota 55441 on or 
before January 31, 1997 to be considered for inclusion in the Company's proxy 
statement and form of proxy relating to such meeting.

                                OTHER MATTERS

         A copy of the Company's Annual Report on Form 10-K for the year 
ended March 2, 1996, was previously mailed to shareholders.




                                        15



<PAGE>


         All properly executed proxies delivered pursuant to this 
solicitation and not revoked will be voted at the Meeting in accordance with 
the directions given.  In voting by proxy in regard to the election of the 
two Class 2 directors to serve until the 1999 Annual Meeting of Shareholders, 
shareholders may vote in favor of both nominees or withhold their votes as to 
both nominees or withhold their votes as to specific nominees.  With respect 
to other items to be voted upon, shareholders may vote in favor of the item 
or against the item or may abstain from voting.  Shareholders should specify 
their choices on the enclosed Proxy.  Any Proxy in which no direction is 
specified will be voted in favor of each of the matters to be considered.

         The Board of Directors does not intend to bring any matters before 
the Meeting other than as stated in this Proxy Statement and is not aware 
that any other matters will be presented for action at the Meeting.  Should 
any other matters be properly presented, the person named in the enclosed 
form of Proxy will vote the Proxy with respect thereto in accordance with 
their best judgment, pursuant to the discretionary authority granted by the 
Proxy.

                                          BY ORDER OF THE BOARD OF DIRECTORS



Dated:  November 4, 1996









                                        16





1080407-1


<PAGE>

                                          PROXY

                                BRAUN'S FASHIONS CORPORATION

                    ANNUAL MEETING OF SHAREHOLDERS - DECEMBER 11, 1996

          The undersigned hereby appoints Nicholas H. Cook and Herbert D. 
Froemming, and each of them, with full power of substitution as proxies and 
agents (the "Proxy Agents") in the name of the undersigned, to attend the 
Annual Meeting of Shareholders of Braun's Fashions Corporation to be held at 
2800 LaSalle Plaza, 800 LaSalle Avenue, Minneapolis, Minnesota on Wednesday, 
December 11, 1996 at 3:30 p.m. Central Time, or any adjournment thereof, and 
to vote the number of shares of Common Stock of the Company that the 
undersigned would be entitled to vote, and with all the power the undersigned 
would possess, if personally present, as follows:

          1.     ELECTION OF DIRECTORS

                 /  / FOR all nominees listed        /  /WITHHOLD authority
                 below (except as marked to          to vote for all nominees
                 the contrary).                      listed below.

                 (TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
                 STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)

                 CLASS 2 NOMINEES
                 ----------------

                 LARRY C. BARENBAUM
                 DONALD D. BEELER

          2.     PROPOSAL TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK 
RESERVED FOR ISSUANCE under the Company's 1987 Stock Incentive Plan from 
510,000 to 710,000 shares.

                 /  /FOR      /  /AGAINST     /  /ABSTAIN

          3.     PROPOSAL TO RATIFY THE APPOINTMENT OF PRICE WATERHOUSE LLP 
as the Company's independent auditor for the Company's current fiscal year.

                 /  /FOR     /  /AGAINST     /  /ABSTAIN

          4.     In their discretion, the Proxy Agents are authorized to vote 
on such other business as may properly come before the meeting or any 
adjournment thereof.

          THIS PROXY WHEN PROPERLY EXECUTED AND RETURNED TO THE COMPANY WILL 
BE VOTED IN THE MANNER DIRECTED HEREIN BY THE 




<PAGE>


UNDERSIGNED SHAREHOLDER(S). IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED 
FOR PROPOSALS 1,2 AND 3.

          PLEASE DATE AND SIGN the enclosed proxy exactly as the name(s) 
appears herein and return promptly in the accompanying envelope. If the 
shares are held by joint tenants or as community property, both shareholders 
should sign.

          THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY.

          Receipt of Notice of Annual Meeting of Shareholders and Proxy 
Statement dated November 4, 1996 is hereby acknowledged by the undersigned.



Dated: _________, 1996




________________________________            _______________________________
Signature                                   Signature



________________________________            _______________________________
Name, typed or printed                      Name, typed or printed




__________________________                  ___________________________
Tax identification or                       Tax identification or
 social security number                      social security number







                                        -2-






<PAGE>
                                     PROXY
                          BRAUN'S FASHIONS CORPORATION
               ANNUAL MEETING OF SHAREHOLDERS - DECEMBER 11, 1996
 
    The undersigned hereby appoints Nicholas H. Cook and Herbert D. Froemming,
and each of them, with full power of substitution as proxies and agents (the
"Proxy Agents") in the name of the undersigned, to attend the Annual Meeting of
Shareholders of Braun's Fashions Corporation to be held at 2800 LaSalle Plaza,
800 LaSalle Avenue, Minneapolis, Minnesota on Wednesday, December 11, 1996 at
3:30 p.m. Central Time, or any adjournment thereof, and to vote the number of
shares of Common Stock of the Company that the undersigned would be entitled to
vote, and with all the power the undersigned would possess, if personally
present, as follows.
 

<TABLE>
<S>        <C>                           <C>                                 <C>
1.         ELECTION OF DIRECTORS         / / FOR all nominees listed below   / / WITHHOLD authority
                                         (EXCEPT AS MARKED TO THE            TO VOTE FOR ALL NOMINEES LISTED
                                         CONTRARY).                          BELOW.
</TABLE>

 
(TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH
                     THE NOMINEE'S NAME IN THE LIST BELOW.)
 
                                CLASS 2 NOMINEES
                               LARRY C. BARENBAUM
                                DONALD D. BEELER
 

<TABLE>
<S>        <C>                           <C>                                 <C>
2.         PROPOSAL TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK RESERVED FOR ISSUANCE under the Company's
           1987 Stock Incentive Plan from 510,000 to 710,000 shares.
</TABLE>

 
            / /  FOR            / /  AGAINST            / /  ABSTAIN
 

<TABLE>
<S>        <C>                           <C>                                 <C>
3.         PROPOSAL TO RATIFY THE APPOINTMENT OF PRICE WATERHOUSE LLP as the Company's independent auditor for
           the Company's current fiscal year.
</TABLE>

 
            / /  FOR            / /  AGAINST            / /  ABSTAIN
 

<TABLE>
<S>        <C>                           <C>                                 <C>
4.         In their discretion, the Proxy Agents are authorized to vote on such other business as may properly
           come before the meeting or any adjournment thereof.
</TABLE>

 

<PAGE>
    THIS PROXY WHEN PROPERLY EXECUTED AND RETURNED TO THE COMPANY WILL BE VOTED
IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER(S). IF NO DIRECTION
IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2 AND 3.
 
    PLEASE DATE AND SIGN the enclosed proxy exactly as the name(s) appears
herein and return promptly in the accompanying envelope. If the shares are held
by joint tenants or as community property, both shareholders should sign.
 
    THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY.
 
    Receipt of Notice of Annual Meeting of Shareholders and Proxy Statement
dated November 4, 1996 is hereby acknowledged by the undersigned.
Dated _______________________, 1996
 

<TABLE>
<S>                                                 <C>
- -------------------------------------------------   -------------------------------------------------
Signature                                           Signature
 
- -------------------------------------------------   -------------------------------------------------
Name, typed or printed                              Name, typed or printed
 
- -------------------------------------------------   -------------------------------------------------
Tax identification or                               Tax identification or
social security number                              social security number
</TABLE>