NICE-Systems Ltd.
Ticker: NICEY Atidim Industrial Park, Neve Sharett
Exchange: NASDAQ-National Market Tel Aviv, Foreign 61580
Industry: High-Tech 7236453700

Type of Shares:American Depositary Receipts Filing Date:11/21/95
U.S. Shares:2,000,000 Offer Date:1/24/96
Non-U.S. Shares:0 Filing Price:$10.81
Primary Shares:2,000,000 Offer Price:$10.00
Secondary Shares:0 Gross Spread:$0.65
Offering Amount: $21,620,001 Selling:$0.35
Expenses:$1,350,000 Reallowance:$0.10
Shares Out After:7,227,275

ManagerTierPhone
Lehman Brothers IncorporatedLead Manager (212) 640-6129
Oppenheimer & Company, Inc.Co-manager (212) 667-7402

Auditor: Kost, Levary & Forer
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/94 9/30/95 9/30/94 9/30/95
Revenue:$9.00$14.83$6.34Assets:$22.02
Net Income:-$2.75-$0.16-$1.62Liabilities:$5.16
EPS:-$0.53-$0.03-$0.31Equity:$16.86

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

Business Description
The company develops, designs,manufactures, markets and services digital recording and retrieval systems that simultaneously record and monitor communications from multiple channels and provide data archiving and retrieval features. The company's products are based on an open architecture and incorporate enhanced digital networking and voice processing technologies in the areas of computer telephony integration, digital signal processing, mass storage and database management. The CTI market has experienced rapid growth in recent years as a result of the increase in the use of telephones for business purposes. The Company also develops, designs, manufactures and markets communication intelligence systems that are used primarily by government agencies to detect, identify, locate, monitor and record transmissions from a variety of sources. The company's principal product, NiceLog, is a technologically leading CTI digital voice recording and retrieval system that performs continuous, reliable recordings of up to thousands of channels.

Use of Proceeds
The proceeds from the offering will be used for working capital and other general corporate purposes, including expansion of sales, marketing and customer service and product development activities. In addition, the company may use a portion of the net proceeds for possible acquisition of complementary businesses or products or technologies.

Last updated: 10/28/96

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