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

               ADDvantage Technologies Group, Inc.
          (Name of Registrant As Specified In Charter)

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

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[X]  No fee required.

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                         ADDvantage Technologies Group, Inc.
                                  1605 East Iola
                           Broken Arrow, Oklahoma 74012

                            NOTICE OF ANNUAL MEETING

     Date:     Thursday, March 6, 2001

     Time:     10:00 a.m.

     Place:    Forest Ridge Golf Club,
               7501 East Kenosha,
               Broken Arrow, Oklahoma

Matters to be voted on:
  1.   Election of six directors.

  2.   Ratification of the appointment of Tullius Taylor Sartain &
       Sartain LLP as our independent auditors for 2001.

  3.   Any other business properly brought before the shareholders
       at the meeting.


                                    By  Order of the Board of Directors,

                                    /S/ Lynnwood R. Moore
                                    Lynnwood R. Moore, Jr., Secretary

January 29, 2001

                            CONTENTS
                                                                       Page
                                                                       ----
           General Information About Voting                             2
           Stock Ownership                                              3
           Proposal No. 1: Election of Directors                        4
           Proposal No. 2: Appointment of Independent Auditors          8
           Shareholder Proposals for 2002 Annual Meeting                8
           Other Matters                                                8

                         PROXY STATEMENT

     Your vote at the annual meeting is important to us.  Please vote your
shares of common stock by completing the enclosed proxy card and returning
it to us in the enclosed envelope.  This proxy statement has information
about the annual meeting and was prepared by our management for the board
of directors.  This proxy statement is first being sent to shareholders on
or about February 9th, 2001.  Please note that our annual report accompanies
this mailing of the proxy statement.





                    ADDvantage Technologies Group, Inc.
                              1605 East Iola
                       Broken Arrow, Oklahoma 74012

                PROXY STATEMENT FOR 2001 ANNUAL MEETING

                    GENERAL INFORMATION ABOUT VOTING

Who can vote?
	You can vote your shares of common stock if our records show that
you owned the shares on January 25, 2001.  A total of 9,992,956 shares of
common stock can vote at the annual meeting.  You get one vote for each
share of common stock.  We do not recognize cumulative voting for the
election of our directors.  The enclosed proxy card shows the number of
shares you can vote.

How do I vote by proxy?
        Follow the instructions on the enclosed proxy card to vote on each
proposal to be considered at the annual meeting.  Sign and date the proxy
card and mail it back to us in the enclosed envelope.  The proxyholders
named on the proxy card will vote your shares as you instruct.  If you sign
and return the proxy card but do not vote on a proposal, the proxyholders
will vote for you on that proposal.  Unless you instruct otherwise, the
proxyholders will vote for each of the six directors and for each of the
other proposals to be considered at the meeting.

What if other matters come up at the annual meeting?
        The matters described in this proxy statement are the only matters
we know will be voted on at the annual meeting.  If other matters are
properly presented at the meeting, the proxyholders will vote your shares
as they see fit.

Can I change my vote after I return my proxy card?
        Yes.  At any time before the vote on a proposal, you can change
your vote either by giving our secretary a written notice revoking your
proxy card or by signing, dating and returning to us a new proxy card.  We
will honor the proxy card with the latest date.  Attendance at the annual
meeting will not, by itself, revoke your proxy card.

Can I vote in person at the annual meeting rather than by completing the
proxy card?
        Although we encourage you to complete and return the proxy card to
ensure that your vote is counted, you can attend the annual meeting and vote
your shares in person.

What do I do if my shares are held in "street name"?
        If your shares are held in the name of your broker, a bank, or other
nominee, that party should give you instructions for voting your shares.

How are votes counted?
	We will hold the annual meeting if holders of a majority of the
shares of common stock entitled to vote either sign and return their proxy
cards or attend the meeting.  If you sign and return your proxy card, your
shares will be counted to determine whether we have a quorum even if you
abstain or fail to vote on any of the proposals listed on the proxy card.
Votes will be tabulated by an inspector of election appointed by our board
of directors.  Abstentions from voting, which you may specify on each
proposal except the election of directors, will have the effect of a negative
vote.

	If your shares are held in the name of a nominee, and you do not
tell the nominee how to vote your shares (so called "broker nonvotes"),
the nominee cannot vote them on any proposal.  Broker nonvotes will be
counted as present to determine if a quorum exists but will not be counted
as present and entitled to vote on the election of directors or to ratify
the approval of Tullius Taylor Sartain & Sartain LLP as our independent
auditors.

Who pays for this proxy solicitation?
	The accompanying proxy is solicited by and on behalf of our board
of directors, and the entire cost will be paid by us.  In addition to
sending you these materials, some of our employees may contact you by
telephone, by mail or in person.  None of these employees will receive
any extra compensation for doing this, but they may be reimbursed for
their out-of-pocket expenses incurred while assisting us in soliciting
your proxy.

                                   2


                         STOCK OWNERSHIP

     The following table shows the number of shares of common stock or
preferred stock beneficially owned (as of January 25, 2001) by:

  -  each person who we know beneficially owns more than 5% of
     our common stock;

  -  each director;

  -  each executive officer named in the Summary Compensation
     Table on page 7; and

  -  our directors and executive officers as a group.

Except  as  otherwise indicated, the beneficial owners listed  in
the table have sole voting and investment powers of their shares.





                      Beneficial Ownership

                                                      Number of              Number of
                               Number of              Shares of              Shares of
                               Shares of              Series A               Series B
                                 Common               Preferred              Preferred
                                 Stock      Percent     Stock      Percent     Stock       Percent
  Name and Address of         Beneficially     of    Beneficially     of    Beneficially      of
   Beneficial Owner             Owned (1)    Class     Owned (2)    Class      Owned        Class
   ----------------             ---------    -----     ---------    -----      -----        -----
                                                                          
  Gary W. Young                164,708 (3)     1.7%       -0-        -0-        -0-          -0-
  5905 S. Knoxville Ave.
  Tulsa, OK  74135

  David E. Chymiak           4,132,000 (4)    41.4%     100,000      50.0%     150,000       50.0%
  1605 E. Iola
  Broken Arrow, OK  74012

  Kenneth A. Chymiak         4,001,000 (4)    40.0%     100,000      50.0%     150,000       50.0%
  1605 E. Iola
  Broken Arrow, OK  74012

  Stephen J. Tyde                6,000 (4)      *         -0-         -0-        -0-          -0-
  8008 S. Fulton Ave.
  Tulsa, OK  74136

  Freddie H. Gibson              1,000 (4)      *         -0-         -0-        -0-          -0-
  808 S. Erie Avenue
  Tulsa, OK  74136

  Randy L. Weideman            136,780 (4)     1.4%       -0-         -0-        -0-          -0-
  Highway 136 West
  Deshler, NE  68340

  All Executive Officers     8,441,488(3,4)   84.5%    200,000        100%    300,000         100%
  Directors as a group
  (6 persons)
_____________________________
*  Less than one percent.



(1)  Shares which an individual has the right to acquire within 60 days
     pursuant to the exercise of options are deemed to be outstanding
     for the purpose of computing the percentage ownership of such
     individual, but are not deemed to be outstanding for the purpose
     of computing the percentage ownership of any other person shown
     in the table or the percentage ownership of all officers and
     directors as a group.

(2)  Each share of Series A Cumulative Convertible Preferred Stock
     is convertible into 10 shares of our common stock.

(3)  Includes 26,000 shares subject to a stock option which is fully
     exercisable.

                                   3



(4)  Includes 1,000 shares subject to a stock option which is fully
     exercisable.

(5)  All of the shares beneficially owned by Mr. Young are held of record
     by the GWYSEY General Partnership jointly owned by Mr. Young and
     his wife.

(6)  All of the shares beneficially owned by Mr. Chymiak are held of record
     50% by him as trustee of the Ken Chymiak Revocable Trust and 50% by
     his wife as trustee of the Susan Chymiak Revocable Trust.  Mr. Chymiak
     disclaims beneficial ownership of the shares held by his wife.


                         PROPOSAL NO. 1
                      Election Of Directors

     Our entire board of directors will be elected at the annual meeting.
The directors will be elected for one-year terms expiring at the next
annual meeting.  Our bylaws provide that our board shall consist of not
less than one nor more than nine directors, as determined from time to
time by board resolution. Our board has established the number of
directors at six.

     Vote Required.  The six nominees receiving the highest number of votes
will be elected.  Votes withheld for a nominee will not be counted.  You
get one vote for each of your shares of common stock for each of the
directorships.

     Nominations.  At the annual meeting, we will nominate the persons
named in this proxy statement as directors.  Although we do not know of
any reason why one of these nominees might not be able to serve, our board
of directors will propose a substitute nominee if any nominee is unavailable
for election.

     Shareholders also can nominate persons to be directors.  If you want
to nominate a person, you must make the nomination in person at the annual
meeting and the nominee must have agreed to serve if elected.

     General Information About the Nominees.  All of the nominees are
currently directors of ADDvantage.  Each has agreed to be named in this proxy
statement and to serve as director if elected.  The ages listed for the
nominees are as of January 29, 2001.

David E. Chymiak         Director since 1999

     David E. Chymiak, 55, has been the Chairman of our board since 1999.
He is also the President and a director of our wholly owned subsidiary,
TULSAT Corporation, which he and Kenneth A. Chymiak acquired in 1985.

Kenneth A. Chymiak       Director since 1999

     Kenneth A. Chymiak, 54, has been our President and Chief Executive
Officer since 1999.  He is also the Executive Vice President and a director
of TULSAT Corporation which he acquired with David E. n Chymiak in 1985.

Freddie H. Gibson        Director since 1999

     Freddie H. Gibson, 53, has been the president and chairman of the board
of directors of Heat Transfer and Equipment, a manufacturer of shell and
turbo heat exchangers for oil and petroleum industries, since 1992.

Stephen J. Tyde               Director since 1999

     Stephen J. Tyde, 53, is the owner, president and chief executive
officer of The Pump & Motor Works, Inc., an electric motor and turbo
machinery manufacturing company, which he founded in 1991.  He is also the
co-owner and chief operating officer of P&MW Holdings, Inc.

                                   4


Gary W. Young            Director since 1990

     Gary W. Young, 59, served as our Executive Vice President - Finance and
Administration from 1990-1999.  He is also the owner and president of Young
Ideas Inc., a financial consulting and investment company, he founded in 1987.

Randy L. Weideman        Director since 1999

     Randy L. Weideman, 44, founded Diamond W Investments, Inc. in 1985 and
has served as its president since that time.  We acquired Diamond W
Investments, Inc. in 1999 and changed its name to Lee CATV Corporation.

      Committees  of the Board.  The board of directors  has  two
principal committees.  The following chart describes the function
and  membership of each committee and the number of times it  met
during our fiscal year ended September 30, 2000:

                   Audit Committee - 1 Meeting

Functions                                                              Members

-  Reviews qualifications of our independent auditors and      Gary W. Young
makes recommendations to our board about our independent
auditors                                                       Freddie H. Gibson

-  Reviews scope and results of audits with independent        Stephen J. Tyde
auditors, compliance with any of our written policies
and procedures and the adequacy of our system of internal
accounting and controls

-  Oversees quarterly reporting

-  Performs the other functions listed in the Charter of the
Audit Committee which is Attachment I to this proxy statement.

Report of the Audit Committee

     The Audit Committee of our board of directors is comprised of three
directors who are not officers of the Company.  Under currently applicable
rules, all members are "independent" as defined under Rule 4200(a)(15) of
the NASD listing standards.  The Audit Committee reviews our financial
reporting process on behalf of the board of directors.  Management has the
primary responsibility for the financial statements and the reporting
process, including the system of internal controls.

      In  connection with its function to oversee and monitor our financial
reporting process, the Audit Committee has done the following:

     -    reviewed and discussed the audited financial statements for
          the fiscal year ended September 30, 2000, with management;

     -    discussed with the independent auditors the matters required
          to be discussed by Statement on
          Auditing  Standards No. 61 (Communications  with  Audit
          Committees);

     -    received the written disclosures  and the letter from the
          independent accountants required by
          Independence   Standards   Board   Standard    No.    1
          (Independence Discussions with Audit Committees); and

                                    5


     -    based  on the review and discussions referred to above,
          recommended to the Board that the audited financial statements be
          included in our Annual Report on Form 10-KSB for filing with the
          SEC.

          Gary W. Young       Freddie H. Gibson   Stephen J. Tyde

               Compensation Committee - 1 Meeting


Functions                                        Members
---------                                        -------

-  Reviews and monitors performance of our       Gary W. Young
officers
                                                 Freddie H. Gibson

-  Approves compensation and benefits programs   Stephen J. Tyde
of our officers

     In October 1999, Freddie H. Gibson, Stephen J. Tyde and Gary W. Young
became members of the Audit Committee and Freddie H. Gibson and Stephen J.
Tyde became members of the Compensation Committee.

     Our board had one meeting during fiscal 2000 (all other action being
taken by unanimous written consent).  Each director attended all meetings of
the board and the committees on which he served.

                    Compensation of Directors

     During the fiscal year ended September 30, 2000, we began paying our
three non-employee directors at a rate of $500 for each board meeting and
$250 for each committee meeting the director attends.  In addition,
directors are eligible to receive awards of options to purchase 1,000 shares
of our common stock each year.  We reimburse all directors for out-of-pocket
expenses incurred by them in connection with their service on our board and
any board committee.  During the fiscal year ended September 30, 2000, each
of the three non-employee directors received a director's fee of $1,000.  All
of the directors received an award of stock options to purchase 1,000 shares
of common stock at an exercise price of $3 1/8 per share.  Directors who
were our employees received no additional compensation for their services
on our board of directors.

      Certain Relationships and Related Party Transactions

     In fiscal 1999, Chymiak Investments, L.L.C., which is owned by
David E. Chymiak and Kenneth A. Chymiak, purchased from TULSAT Corporation
on September 30, 1999 the real estate and improvements comprising the
headquarters and a substantial portion of the other office and warehouse
space of TULSAT Corporation for a price of $1,286,000.  The price
represents the appraised value of the property less the sales commission
and other sales expenses that would have been incurred by TULSAT Corporation
if it had sold the property to a third party in an arm's-length transaction.
TULSAT Corporation has entered into a five-year lease commencing
October 1, 1999 with Chymiak Investments, L.L.C. covering the property
under which the annual rental due to Chymiak Investments, L.L.C. is
$180,000.  TULSAT Corporation is leasing other property from Chymiak
Investments, L.L.C. and paid that company $72,000 in 1999 and $91,500 in
2000, as rental under those leases.  The amounts of the rental due in
future years are $150,000 in 2001 and 2002, $126,500 for 2003, and
$78,000 for 2004.

     Chymiak Investments Inc., which is owned by Kenneth A. Chymiak and his
wife, Susan C. Chymiak, own three other properties leased to TULSAT
Corporation for five-year terms (all ending in 2003) at rentals of $3,000
per month each (aggregate rentals per year of $108,000 for all three
buildings).

     The Company has outstanding stockholder loans of $1,550,000. Of this
amount, $1,150,000 is payable to revocable trusts for the benefit of
Kenneth A. Chymiak and his wife and $400,000 is payable to David E. Chymiak.
The interest rate on the notes is one-half percentage point below the Chase
Manhattan Bank Prime, which is the same rate as the Company's bank line of

                                   6

credit. The current rate on the notes is 8.5% and the total interest paid
on the notes was $124,574 in 1999 and $118,344 in 2000.

         Section 16(a) Beneficial Ownership Reporting Compliance.

     Section 16(a) of the Securities Exchange Act of 1934 requires our
directors and executive officers, and persons who own more than 10% of
our common stock to report their initial ownership of our common stock
and any subsequent changes in that ownership to the Securities and
Exchange Commission or the SEC and to furnish us with a copy of each of
these reports.  SEC regulations impose specific due dates for these
reports, and we are required to disclose in this proxy statement any
failure to file by these dates during fiscal 2000.

     To our knowledge, based solely on the review of the copies of these
reports furnished to us and written representations that no other reports
were required, during and with respect to fiscal 2000, all Section 16(a)
filing requirements applicable to our executive officers, directors and
more than 10% shareholders were complied with.




                        Summary Compensation Table
                            Executive Officers

                                     Annual Compensation             Long-Term Compensation
                                 -------------------------  ---------------------------------
                                                                           Number
                                                    Other                of Shares
                                                    Annual   Restricted    Under-    Long-Term
                                                    Compen-    Stock       lying     Incentive
Name and                         Salary     Bonus   sation     Awards     Options     Payouts
Principal Position         Year  ($)(1)      ($)     ($)(2)      ($)      Granted       ($)
------------------         ----  -------    ------  -------    ------     -------       ---
                                                                   
David E. Chymiak           2000  150,000     -0-     6,837       -0-       1,000        -0-
 Chairman                  1999  124,094     -0-     4,680       -0-        -0-         -0-
                           1998   95,516     -0-     2,920       -0-        -0-         -0-

Kenneth A. Chymiak         2000  150,000     -0-     6,837       -0-       1,000        -0-
 President and             1999  124,094     -0-     4,680       -0-        -0-         -0-
 Chief Executive Officer   1998   95,516     -0-     2,920       -0-        -0-         -0-
     ________________
  (1)  These amounts represent the salaries paid to these officers
     by TULSAT Corporation but does not reflect distributions made to
     them as shareholders.  Prior to year 2000, TULSAT Corporation was
     an S corporation for tax purposes before it was acquired by
     ADDvantage and distributions were routinely made to the
     shareholders in at least the amounts necessary for them to pay
     the federal income tax liability they incurred personally as a
     result of the net income realized by TULSAT Corporation.
  (2)  Other annual compensation represents, in 2000, 1999 and
     1998, our contributions on behalf of each of the individuals to
     our 401(k) Plan.



                         Option Grants During Fiscal 2000

     The following table sets forth information regarding options granted
during fiscal 2000 to named executive officers.





                      Number of       % of Total
                        Shares         Options
                      Underlying      Granted to
                       Options       Employees in   Exercise Price
 Name                  Granted        Fiscal Year       ($/Sh)       Expiration Date
 ----                  --------      ------------   --------------   ---------------
                                                         
 Kenneth A. Chymiak    1,000              2.6%            $ 3.125         4/4/10
 David E. Chymiak      1,000              2.6%            $ 3.125         4/4/10




                Option Exercises and Year-End Value Table

     There were no stock options exercised by the named executive officers
during fiscal 2000.  The following table sets forth information regarding
the value of unexercised stock options held by each of the named executive
officers as of the year ended September 30, 2000.






                                                    Number of Shares of          Value of Unexercised
                          Shares                  Common Stock Underlying        In-the-Money Options
                       Acquired on     Value        at September 30, 2000        at September 30, 2000
Name                    Exercise     Realized    Exercisable  Unexercisable   Exercisable Unexercisable
------------          ------------   ---------   -----------  -------------   ----------- -------------
                                                  
Kenneth A. Chymiak          -            -           1,000           -          $1,625           -
David E. Chymiak            -            -           1,000           -          $1,625           -



                         PROPOSAL NO. 2
               Appointment Of Independent Auditors

     We recommend that you vote for the ratification of the appointment of
Tullius Taylor Sartain & Sartain LLP.

     We have appointed the accounting firm of Tullius Taylor Sartain &
Sartain LLP as our independent auditors to examine our financial statements
for the fiscal year ending September 30, 2001.  Tullius Taylor Sartain &
Sartain LLP have been our independent auditors since 1994.  A resolution to
ratify their appointment will be presented at the annual meeting.  A majority
of the votes cast must vote in favor to ratify the appointment.  If the
shareholders do not ratify the appointment, we will reconsider our selection
of Tullius Taylor Sartain & Sartain LLP.  Although your ratification of the
appointment of our independent auditors is not required, we are submitting
the appointment of Tullius Taylor Sartain & Sartain LLP for your ratification
as a matter of good corporate practice.

     A representative of Tullius Taylor Sartain & Sartain LLP will be present
at the annual meeting.  The representative will have the opportunity to make
a statement if he or she desires to do so and will be available to answer
questions.

            SHAREHOLDER PROPOSALS FOR 2002 ANNUAL MEETING

     If you want to include a shareholder proposal in the proxy statement
for the 2002 annual meeting, it must be delivered to our executive offices,
1605 East Iola, Broken Arrow, Oklahoma, 74102, on or before October 1, 2001.
In addition, if you wish to present a proposal at the 2002 annual meeting
that will not be included in our proxy statement and you fail to notify the
us by November 16, 2001, then the proxies solicited by our board for the
2002 annual meeting will include discretionary authority to vote on your
proposal in the event that it is properly brought before the meeting.

                          OTHER MATTERS

     At the date of mailing of this proxy statement, we are not aware of
any business to be presented at the annual meeting other than the proposals
discussed above.  If other proposals are properly brought before the
meeting, any proxies returned to us will be voted as the proxyholders see
fit.

     You can obtain a copy of our Annual Report on Form 10-KSB for the
year ended September 30, 2000 at no charge by writing to us at 1605 East
Iola, Broken Arrow, Oklahoma, 74102.

                                   8



                              PROXY
               ADDVANTAGE TECHNOLOGIES GROUP, INC.
        THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

The undersigned hereby appoints Kenneth A. Chymiak, and David E. Chymiak,
as proxies, each with the power to appoint his substitute, and hereby
authorizes them to represent and to vote, as designated below, all the
shares of Common Stock of ADDvantage Technologies Group, Inc. (the
"Company") held of record by the undersigned on January 25, 2001 at the
Annual Meeting of Shareholders of the Company to be held on March 6, 2001,
and at any and all adjournments or postponements thereof.

1.     Election of directors.

   FOR all nominees listed below (except as indicated to the
   contrary below and subject to the discretion of the proxies as
   provided herein).

   [ ]   Kenneth A. Chymiak   David E. Chymiak   Stephen J. Tyde
         Freddie H. Gibson    Gary W. Young      Randy L. Weideman

   [ ]   WITHHOLD AUTHORITY to vote for all the nominees above.
         Instructions:  To withhold authority for any individual nominee
         or nominees, write their name(s) here:






           (Continued and to be signed on the reverse side)





2.     Proposal to approve the appointment of Tullius Taylor Sartain &
       Sartain, LLP as our independent auditors.

          [ ] FOR        [ ] AGAINST       [ ] ABSTAIN

3.     In their discretion, the Proxies are authorized to vote upon such
       other business as may properly come before the meeting.

This Proxy when properly executed will be voted at the Annual Meeting or
any adjournments or postponements thereof as directed herein by the
undersigned shareholder.  If no specifications are made, this Proxy will be
voted For Proposals 1, 2 and 3.  This Proxy is revocable at any time before
it is exercised.

IMPORTANT:  Please date this and sign this Proxy exactly as name appears
to the left.  If shares are held by joint tenants, both should sign.
When signing as attorney, executor, administrator, trustee or guardian,
please give title as such. If a corporation, please sign in full corporate
name by president or other authorized officer.  If a partnership, please
sign in partnership name by authorized person.

                                              Dated:_________________,2001

                                              Signature(s)________________

                                              Signature(s)________________


      PLEASE MARK, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE
                          ENCLOSED ENVELOPE.
      NO POSTAGE IS REQUIRED FOR MAILING INHE UNITED STATES.