NetSource Communications, Inc.

Proposed Ticker:	NSCE	1304 Southpoint Boulevard
Exchange:	NASDAQ-National Market	Petaluma, California 94954
Industry:	Transportation	(707) 762-9600

All share information is proposed
Type of Shares:	Common Shares	Filing Date:	10/16/96
U.S. Shares Filed:	3,500,000	Filing Range:	$13.00 - $15.00
Non-U.S. Shares Filed:	0	Offering Amount:	$49,000,000
Primary Shares:	3,500,000	Expenses:	-
Secondary Shares:	0	Shs Out After:

Manager	Tier	Phone
Deutsche Morgan Grenfell	Lead Manager	(212) 468-5000

	Audited Income	Latest Unaudited Income	Prior Unaudited Income		Balance Sheet
	12/31/95	6/30/96	6/30/95		6/30/96
Revenue:	$91.30	$47.12	$45.18	Assets:	$40.35
Net Income:	-$1.83	-$0.54	$0.44	Liabilities:	$44.98
EPS:				Equity:	-$4.64
Note: Dollar amounts are in U.S. millions; Audited figures expressed as full year, unaudited figures are partial year

Business Description

NetSource Communications, Inc. develops, implements and manages a wide range of communications solutions for business and end-user customers worldwide. The company's products and services include international and domestic long distance telecommunications, value-added telecommunications and related telemanagement services, Internet access and hosting, Internet and interactive electronic commerce products and services, such as Web-based architecture development and maintenance, Web-based content development and management, and management, and marketing communications services. The company's strategy consists of integrating communications solutions, expanding it telecommunications and Internet-related networks, broadening its distribution channels, developing innovative technology and acquiring complementary technologies and businesses.

Use of Proceeds

The proceeds from the proposed offering will be used for capital expenditures, including telecommunications network upgrade and expansion and establishment of Internet backbone, working capital and other general corporate purposes.

Last updated: 12/29/96