THIS DOCUMENT IS A COPY OF THE DEFINITIVE PROXY MATERIALS FILED ON
FEBRUARY 14, 1994 PURSUANT TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION.


   Dear Stockholder:


   An Annual Meeting of Stockholders of Burnup & Sims Inc. will be held on March
   11, 1994.

   A number  of important proposals are being considered at this meeting, and we
   are requesting your vote.  Failure to  return your proxy will mean that  your
   shares will not be voted on all of these important proposals.

   You are urged  to promptly sign, date and  return the enclosed proxy  card in
   the  envelope  provided.   Please  vote  now and  help  us  reduce the  costs
   associated with follow up mailings.

   Thank you.



   An  Annual Meeting of Stockholders is scheduled for March 11, 1994.  You hold
   your shares through  a bank or  brokerage firm, and  you should already  have
   received your proxy material directly from them, or from ADP Proxy Services.

   A number of important proposals are being considered at the meeting, and your
   bank or broker will  not be able to vote  on your behalf.  Unless  you return
   your proxy your shares will not be voted on these important proposals.

   It is important  that as many stockholders as possible  be represented at the
   meeting.  If you  have not already done so, we urge you to carefully read the
   proxy statement  and then sign, date  and return your  voting instructions in
   the envelope provided by your broker or bank.

   We  strongly encourage your  participation at the  meeting, and  thank you in
   advance for your attention to this matter.


   AN IMPORTANT REMINDER....

   According  to our  latest  records,  your proxy  for  the  Annual Meeting  of
   Stockholders of  Burnup & Sims Inc. has  not yet been received.   The meeting
   will be held on March 11, 1994.

   Unless you return  a proxy  card, your shares  will not  be voted on  certain
   proposals at  this meeting.  Important  proposals are being voted  on, and we
   ask you to give this matter your immediate consideration.

   If your proxy is in the mail, thank you for responding. If not, we ask you to
   please take  time now to sign,  date and return the  enclosed duplicate proxy
   card in the envelope provided.


                              YOUR VOTE IS IMPORTANT!
                                PLEASE ACT PROMPTLY!

   AN IMPORTANT REMINDER....


   An Annual Meeting of Stockholders of Burnup & Sims Inc. will be held on March
   11, 1994.

   Because your  shares are  held  through your  broker or  bank,  we cannot  be
   certain whether or not you have voted.

   IF  YOU DO  NOT RETURN  A PROXY,  YOUR SHARES  WILL NOT  BE VOTED  ON CERTAIN
   IMPORTANT PROPOSALS.

   If you have not already done so, we ask you to please take time now to  sign,
   date and return your proxy in the envelope provided.


                              YOUR VOTE IS IMPORTANT!
                                PLEASE ACT PROMPTLY!

   Dear Stockholder:


   Hill and Knowlton,  Inc., our  proxy solicitor, has  tried unsuccessfully  to
   contact you in connection with the shares of Burnup & Sims Inc. that you own.

   If you have not yet returned a proxy for the March 11, 1994 Annual Meeting of
   Stockholders, we would appreciate it if you would take the time to sign, date
   and return the enclosed proxy card in the envelope provided today.

   If you have  any questions, please contact Hill and  Knowlton by calling them
   COLLECT at (212) 210-8850.

   Thank you for your cooperation.

   Dear Stockholder:


   Hill  and Knowlton,  Inc., our  proxy solicitor  has tried  unsuccessfully to
   contact you in connection with the shares of Burnup & Sims Inc. that you own.

   Important  proposals  are   being  considered  at   the  Annual  Meeting   of
   Stockholders to be  held on March 11, 1994, and your  bank or broker will not
   be  able to  vote on your  behalf on all  proposals.  Unless  you return your
   proxy your shares will not be voted on certain issues.

   It is important that as  many stockholders as possible be represented  at the
   meeting.  If you have  not already done so, I urge you to  carefully read the
   proxy statement  and then sign,  date and return  your proxy in  the envelope
   provided by your bank or broker.

   If you have  any questions, please contact Hill and  Knowlton by calling them
   COLLECT at (212) 210-8850.

   Thank you for your cooperation.

   Dear ____________ Plan Participant:


   An Annual Meeting of Stockholders of Burnup & Sims Inc. will be held on March
   11, 1994.

   Important  proposals are  being  considered  at  this  meeting,  and  we  are
   requesting your vote.   You own shares of stock  in the ________________ Plan
   and failure  to return  your proxy  will mean  that your  shares will not  be
   represented at the meeting.

   You are urged  to promptly sign, date  and return the enclosed  proxy card in
   the  envelope  provided.   Please  vote  now and  help  us  reduce the  costs
   associated with follow up mailings.

   Thank you.


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   Dear Stockholder:


   Our  proxy  solicitor,  Hill   and  Knowlton,  Inc.,  will  be   calling  all
   shareholders who  have not yet  voted their  proxies during the  short period
   before the annual meeting.  Please return  this card when you have voted,  so
   that your  Company can save the  expense of having Hill  and Knowlton contact
   you.

        ______    Yes, I have already voted or will do so know.

        ______    It is after ________________, 1994, and I have 
                  not yet received the proxy materials from my bank or brokerage
                  firm.

        ________________________________________________________
        (Please indicate the name of your bank or brokerage firm
         so that we may follow up on their mailing operations.)

        ________________________________________________________
        (Your telephone number)



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   See attached sample.