3-D Geophysical, Inc.
Ticker: TDGO 7076 South Alton Way, Building H
Exchange: NASDAQ-National Market Englewood, Colorado 80112
Industry: Natural Resources (303) 843-0789

Type of Shares:Common Shares Filing Date:11/13/95
U.S. Shares:4,000,000 Offer Date:2/6/96
Non-U.S. Shares:0 Filing Range:$7.50 - $9.50
Primary Shares:4,000,000 Offer Price:$7.50
Secondary Shares:0 Gross Spread:$0.52
Offering Amount: $34,000,000 Selling:$0.26
Expenses:$2,010,000 Reallowance:$0.10
Shares Out After:7,000,000

ManagerTierPhone
Rauscher Pierce Refsnes, Inc.Lead Manager (214) 978-5491
Simmons & CompanyCo-manager (713) 223-7840

Auditor: Coopers & Lybrand
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/94 9/30/95 9/30/94 9/30/95
Revenue:$17.66$7.16$12.49Assets:$5.06
Net Income:$1.58$1.35$1.57Liabilities:$2.95
EPS:$0.66$0.15$0.35Equity:$2.11

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

Business Description
The company was founded through a consolidation of land-based seismic data acquisition businesses in the U.S. and Mexico. Although the company has conducted no operations to date, it has entered into agreements to acquire four established seismic data acquisition businesses. These businesses provide two-dimensional and three-dimensional seismic data acquisition services to oil and gas exploration and production companies in the United States and Mexico. The company believes after the acquisitions, it will be the second largest land-based seismic data acquisition provider in the United States and Mexico. Seismic data is the principal source of information used by geoscientists to map potential oil and gas bearing formations and the geologic structures that surround them. Seismic data is acquired over a wide area by directing sound waves into the earth and measuring the response as these sound waves reflect off subsurface geologic formations.

Use of Proceeds
The proceeds from the proposed offering will be used to finance the cash portion of the acquisition of seismic data companies, for debt repayment, repayment of capital lease obligations, the expansion of existing 3-D seismic survey capacity and convert 2-D crews to 3-D capability, for working capital and for general corporate purposes.

Last updated: 10/28/96

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