Legacy Software, Inc.

Ticker: LGCY		8521 Reseda Boulevard
Exchange: NASDAQ-Small Cap Market		Northridge, California 91324
Industry: High-Tech		(818) 885-5773

Type of Shares:	Common Shares	Filing Date:	2/7/96
U.S. Shares:	1,000,000	Offer Date:	5/14/96
Non-U.S. Shares:	0	Filing Range:	$5.00 - $7.00
Primary Shares:	1,000,000	Offer Price:	$6.00
Secondary Shares:	0	Gross Spread:	$0.60
Offering Amount:	$6,000,000	Selling:	$0.30
Expenses:	$785,000	Reallowance:	$0.05
Shares Out After:	2,282,551

Manager	Tier	Phone
J.B. Oxford & Company	Lead Manager	(310) 777-8888

Auditor: BDO Seidman
	Audited Income	Latest Unaudited Income	Prior Unaudited Income		Balance Sheet
	12/31/95				12/31/95
Revenue:	$0.05			Assets:	$0.71
Net Income:	-$0.69			Liabilities:	$1.54
EPS:	-$0.49			Equity:	-$0.83
Note: Dollar amounts are in U.S. millions; Audited figures expressed as full year, unaudited figures are partial year

Business Description

Legacy Software, Inc. develops consumer software products for the rapidly growing "edutainment" CD-ROM market. An edutainment product combines entertainment and education content for home and educational use, in which learning is an integral part of playing the game. Legacy's innovative Career Sim series will simulate various career disciplines by combining expertise of game designers, educators, subject matters experts, programmers and artists to produce mind stimulating software. The Career Sim series is currently comprised of one title, the Emergency Room title, which is being marketed by the Company's co-development partner, IBM. The Career Sim products will be designed to explore realistic career situations in an entertaining and engaging format.

Use of Proceeds

Proceeds from the offering will be used to repay indebtedness and to pay a consultant, with the remainder to be used for working capital and general corporate purposes.

Last updated: 10/28/96