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PROXY                                                                   EX 99.2

                               CRAIG CORPORATION

                        SPECIAL MEETING OF STOCKHOLDERS
                          TO BE HELD OCTOBER 24, 2001

          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

  The undersigned hereby revokes all prior proxies and constitutes and
appoints James J. Cotter and S. Craig Tompkins, and each or any of them,
proxies of the undersigned, with full power of substitution, to vote all of
the shares of Common Stock and Class A Common Preference Stock of Craig
Corporation (the "Company") which the undersigned may be entitled to vote at
the Special Meeting of Stockholders of the Company to be held at 10:00 A.M.,
local time, on October 24, 2001 at       ,       , California, for the
following purposes and any adjournment or postponement thereof, as follows:

      (Continued, and to be marked, dated and signed, on the other side)

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                                                                Please mark  [X]
                                                                your votes as
                                                                indicated in
                                                                this example


1. PROPOSAL TO APPROVE THE CONSOLIDATION AGREEMENT AMONG CRAIG CORPORATION,
   CITADEL HOLDING CORPORATION AND READING ENTERTAINMENT, INC.

                FOR             AGAINST                 ABSTAIN

                [ ]               [ ]                     [ ]



THIS PROXY SHOULD BE DATED, SIGNED BY THE STOCKHOLDER EXACTLY AS SUCH
STOCKHOLDER'S NAME APPEARS ON SUCH STOCKHOLDER'S STOCK CERTIFICATE AND RETURNED
PROMPTLY TO THE COMPANY C/O MELLON INVESTOR SERVICES, LLC, IN THE ENCLOSED
ENVELOPE. PERSONS SIGNING IN AS A BENEFICIARY CAPACITY SHOULD SO INDICATE.



THIS PROXY WILL BE VOTED AS SPECIFIED. IF A CHOICE IS NOT SPECIFIED, THIS PROXY
WILL BE VOTED FOR THE ABOVE PROPOSAL.


Signature ______________________________________________  Dated:__________ ,2001
                                        Telephone Number

Please sign name(s) exactly as registered) (if there are co-owners, both should
sign)

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