GeoScience Corporation
Ticker: GSCI 10500 Westoffice Drive, Suite 200
Exchange: NASDAQ-National Market Houston, Texas 77042
Industry: Manufacturing (713) 785-7790

Type of Shares:Common Shares Filing Date:4/1/96
U.S. Shares:2,300,000 Offer Date:5/17/96
Non-U.S. Shares:0 Filing Range:$14.00 - $16.00
Primary Shares:2,300,000 Offer Price:$17.00
Secondary Shares:0 Gross Spread:$1.19
Offering Amount: $34,500,000 Selling:$0.71
Expenses:$500,000 Reallowance:$0.10
Shares Out After:10,200,000
Spin out parent firm: Tech-Sym Corporation

ManagerTierPhone
Morgan Keegan & Company, IncorporatedLead Manager (901) 524-4100
Howard, Weil, Labouisse, FriedrichsCo-manager (504) 582-2500

Auditor: Price Waterhouse
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 3/31/96 3/31/95 3/31/96
Revenue:$84.22$24.75$15.51Assets:$103.20
Net Income:$3.98$0.37-$0.31Liabilities:$69.67
EPS:$0.49$0.06Equity:$33.53

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

Business Description
The company is a leading designer, developer and manufacturer of seismic data acquisition systems. geoscientific software and related products. The company's product are used worldwide in the oil and gas exploration and production industry to identify, define and visualize subsurface geologic structures, primarily to predict the existence and location of oil and gas reserves. The company's seismic data acquisition systems are used to collect seismic data on marine, transition zone (shallow water and marsh) and land environments, and are well suited for advanced three-dimensional (3-D) data collection techniques, including use in connection with time-lapsed 3-D reservoir monitoring activities. The company's geoscientific software is used primarily by geologists and geophysicists to process and interpret seismic data and to visualize geological structures in three dimensions. The company's principal customers are major, independent and foreign national oil and gas companies, seismic contractors, geophysical contractors and government agencies around the world.

Use of Proceeds
The proceeds from the offering will be used to retire debt and for general corporate purposes.

Last updated: 10/28/96

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