SkyMall, Inc.
Ticker:SKYM 1520 East Pima Street
Exchange:NASDAQ-National Market Phoenix, Arizona 85034
Industry:Retail (602) 254-9777

Type of Shares:Common Shares Filing Date:10/21/96
U.S. Shares:2,000,000 Offer Date:12/11/96
Non-U.S. Shares:0 Filing Range:$8.00 - $9.00
Primary Shares:2,000,000 Offer Price:$8.00
Secondary Shares:0 Gross Spread:$0.56
Offering Amount: $17,000,000 Selling:$0.34
Expenses:$810,000 Reallowance:$0.10
Shares Out After:8,590,000

ManagerTierPhone
Josephthal Lyon & Ross, Inc.Lead Manager (212) 907-4564

Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 6/30/96 6/30/95 6/30/96
Revenue:$43.08$18.23$20.55Assets:$5.24
Net Income:$0.76$0.77$0.17Liabilities:$19.50
EPS:$0.21$0.18$0.06Equity:-$14.26

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

Business Description
The company is the largest in-flight catalog company in the United States that makes high-quality products and services available to more than 350.0 million airline passengers per year. The company markets and sells a broad selection of premium merchandise provided by participating merchants, which include major catalog companies and specialty retailers, such as Disney, Hammacher Schlemmer and The Sharper Image. The merchandise of each participating merchant is presented in a separate section of the SkyMall catalog to allow browsing from "store to store," providing the convenience and variety of an upscale shopping mall environment. Substantially all of the merchandise sold by the company is shipped directly to customers by participating merchants, thus avoiding significant inventory risk to the company. The company has exclusive agreements to place its catalogs in aircraft seat pockets on 15 airlines, which carried approximately 70% of all domestic passengers in 1995.

Use of Proceeds
The proceeds from the proposed offering will be used for implementing marketing and promotional programs, developing additional circulation media, capital expenditures and working capital requirements.

Last updated: 12/29/96

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