Whittman-Hart, Inc.
Ticker: WHIT 311 South Wacker Drive, Suite 3500
Exchange: NASDAQ-National Market Chicago, Illinois 60606
Industry: High-Tech (312) 922-9200

Type of Shares:Common Shares Filing Date:2/29/96
U.S. Shares:2,700,000 Offer Date:5/3/96
Non-U.S. Shares:0 Filing Range:$13.00 - $15.00
Primary Shares:2,700,000 Offer Price:$16.00
Secondary Shares:0 Gross Spread:$1.12
Offering Amount: $37,800,000 Selling:$0.67
Expenses:$750,000 Reallowance:$0.10
Shares Out After:8,951,514

ManagerTierPhone
Donaldson, Lufkin & Jenrette Securities Corp.Lead Manager (212) 504-4525
Volpe, Welty & CompanyCo-manager (415) 956-8120

Auditor: KPMG Accountants N.V.
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 12/31/95
Revenue:$49.82Assets:$17.23
Net Income:$1.11Liabilities:$11.37
EPS:$0.16Equity:$5.86

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

Business Description
The company provides strategic information technology services designed to improve its clients' productivity and competitive position. The company offers its clients a single source for a comprehensive range of services required to successfully design, develop and implement integrated computer systems projects in diverse computing environments. Among the services offered by the company are systems integration, strategic IT planning, software development, packaged software implementation, business process reengineering, organizational change management, networking and connectivity, conventional and multimedia documentation and training, design and implementation of workgroup solutions and design and implementation of electric commerce solutions. Whittman-Hart's marketing efforts focus on middle market companies ranging from $50 million to $500 million in annual revenues and divisions of Fortune 1000 companies. Whittman-Hart serves clients in a broad range of industries, including communications, consumer products, distribution, diversified services, financial services, insurance, manufacturing, pharmaceuticals, professional services, retail and technology.

Use of Proceeds
The proceeds from the offering will be used to repay debt and for general corporate purposes, including working capital, branch expansion and possible acquisitions of related businesses.

Last updated: 10/28/96

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