Ashton Technology Group, Inc. The

Ticker: ASTN		10420 Little Patuxent Parkway, Suite 490
Exchange: NASDAQ-Small Cap Market		Columbia, Maryland 21044-3559
Industry: High-Tech		(410) 715-8732

Type of Shares:	Common Shares	Filing Date:	2/8/96
U.S. Shares:	2,150,000	Offer Date:	5/2/96
Non-U.S. Shares:	0	Filing Range:	$4.00 - $5.00
Primary Shares:	2,150,000	Offer Price:	$4.50
Secondary Shares:	0	Gross Spread:	$0.41
Offering Amount:	$9,675,000	Selling:	$0.22
Expenses:	$600,625	Reallowance:	$0.13
Shares Out After:	7,240,000

Manager	Tier	Phone
First United Equity	Lead Manager	(516) 739-4500
Gaines Berland	Co-manager	(212) 319-2050

Auditor: Goldstein Golub Kessler & Company
	Audited Income	Latest Unaudited Income	Prior Unaudited Income		Balance Sheet
	3/31/95	12/31/95	12/31/94		12/31/95
Revenue:	$0.00	$1.75	$0.00	Assets:	$2.02
Net Income:	-$0.06	-$1.68	-$0.01	Liabilities:	$2.37
EPS:	-$0.01	-$0.32		Equity:	-$0.35
Note: Dollar amounts are in U.S. millions; Audited figures expressed as full year, unaudited figures are partial year

Business Description

Ashton was formed by Raymond T. Tate and incorporated in Delaware in February 1994, but did not conduct business until late 1994. The company is seeking opportunities in electronic data interchange. The Company seeks to exploit what it believes are numerous commercial opportunities by applying technologies and skills it has developed, as well as those developed by various other companies, for the defense and intelligence agencies of the United States government to areas of electronic commerce. In furtherance of such goal, in 1995, Ashton acquired a substantial minority interest in Computer Science Innovations, Inc., an information technology company headquartered in Melbourne , Florida. Upon completion of this Offering, Ashton intends to apply a portion of the net proceeds to increase its equity interest in CSI to 80% of the outstanding capital stock of CSI.The COmpany believes that as a result of the current restructuring of the U.S. defense industry, the Company will be able to add to its technological base either through recruiting highly skilled individuals or through acquisitions of selected information technology companies.

Use of Proceeds

The proceeds from the offering will be used toward the repayment of long term debt and senior promissory notes, payment of a note issued by Ashton to purchase treasury shares, the purchase of additional equity interests in CSI, funding of TTC's development and marketing of the UTS system, general and administrative expenses and working capital.

Last updated: 10/28/96