UOL Publishing, Inc.

Ticker: UOLP		105 W. Broad Street, Suite 301
Exchange: NASDAQ-National Market		Falls Church, Virginia 22046
Industry: Service		(703) 533-7500

Type of Shares:	Common Shares	Filing Date:	9/17/96
U.S. Shares:	1,430,000	Offer Date:	11/26/96
Non-U.S. Shares:	0	Filing Range:	$13.00 - $15.00
Primary Shares:	1,430,000	Offer Price:	$13.00
Secondary Shares:	0	Gross Spread:	$0.91
Offering Amount:	$20,020,000	Selling:	$0.54
Expenses:	$850,000	Reallowance:	$0.10
Shares Out After:	3,091,132

Manager	Tier	Phone
Friedman, Billings, Ramsey & Co., Inc.	Lead Manager	(703) 312-9500

	Audited Income	Latest Unaudited Income	Prior Unaudited Income		Balance Sheet
	12/31/95	6/30/96	6/30/95		6/30/96
Revenue:	$0.55	$0.23	$0.29	Assets:	$0.68
Net Income:	-$2.24	-$1.14	-$0.68	Liabilities:	$2.56
EPS:	-$1.80	-$0.87		Equity:	-$1.88
Note: Dollar amounts are in U.S. millions; Audited figures expressed as full year, unaudited figures are partial year

Business Description

UOL Publishing, Inc. is a leading publisher of high quality, interactive and on-demand educational courseware for the online education and training market through the World Wide Web. The company is building its courseware library, which includes approximately 50 courses and 150 course modules in business, finance, management, technology, and basic technical and development skills, through a combination of strategic acquisitions and partnering with academic institutions and business partners. The company converts proven and popular courses in these diverse subject matter areas to the company's interactive, online format. The company offers its courseware primarily to part-time students and working adults in partnerships with academic institutions and business partners.

Use of Proceeds

The proceeds from the proposed offering will be used for repayment of debt, working capital and other general corporate purposes.

Last updated: 12/8/96