3DX Technologies, Inc.
Ticker:TDXT 12012 Wickchester, Suite 250
Exchange:NASDAQ-National Market Houston, Texas 77079
Industry:Natural Resources (713) 579-3398

Type of Shares:Common Shares Filing Date:10/18/96
U.S. Shares:2,500,000 Offer Date:12/20/96
Non-U.S. Shares:0 Filing Range:$13.00 - $15.00
Primary Shares:2,500,000 Offer Price:$11.00
Secondary Shares:0 Gross Spread:$0.77
Offering Amount: $35,000,000 Selling:$0.46
Expenses: - Reallowance:$0.10
Shares Out After:7,005,049

ManagerTierPhone
Howard, Weil, Labouisse, FriedrichsLead Manager (504) 582-2500
Petrie Parkman & Co.Co-manager (303) 292-3877

Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 9/30/96 9/30/96 9/30/96
Revenue:$0.57$0.75$0.37Assets:$8.99
Net Income:-$3.27-$1.95-$2.12Liabilities:$15.78
EPS:-$1.09-$0.93-$0.71Equity:-$6.79

Note: Dollar amounts are in U.S. millions; Audited figures expressed as full year,
unaudited figures are partial year

Business Description
3DX Technologies is a knowledge based oil and gas exploration company whose core competence and strategic focus is the utilization of 3-D seismic imaging and other advanced technologies in the search for commercial quantities of hydrocarbons. The company only enters into joint venture agreements that enable it to combine its expertise and exploration capabilities with the operating skills to other oil and gas companies. The company participates in carefully selected exploration projects as a non-operating, working interest owner, sharing both risks and rewards with its partners. The company commenced operations in January 1993 to take advantage of perceived opportunities emerging from changes in the domestic oil and gas industry, including the divestiture of domestic oil and gas properties, advances in technology and the outsourcing of specialized technical capabilities.

Use of Proceeds
The proceeds from the proposed offering will be used for capital expenditures to fund the company's exploration and development program; redemption of all of the issued and outstanding shares of Series B Preferred Stock and payment of all accrued but unpaid dividends on the Series C Preferred Stock prior to the conversion thereof; and general corporate purposes, including expenses associated with hiring additional personnel.

Last updated: 12/29/96

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