Dassault Systemes S.A.
Ticker: DASTY 9, Quai Marcel Dassault, B.P. 310
Exchange: NASDAQ-National Market Suresnes Cedex, Foreign 92156
Industry: High-Tech 3140994099

Type of Shares:American Depositary Receipts Filing Date:6/4/96
U.S. Shares:4,687,467 Offer Date:6/27/96
Non-U.S. Shares:3,124,978 Filing Range:$19.00 - $21.00
Primary Shares:0 Offer Price:$23.00
Secondary Shares:7,812,445 Gross Spread:$1.38
Offering Amount: $156,248,900 Selling:$0.84
Expenses: - Reallowance:$0.10
Shares Out After:51,388,930

ManagerTierPhone
Morgan Stanley & Co. IncorporatedLead Manager (212) 703-4797
J.P. Morgan Securities Inc.Co-manager (212) 648-9922
Societe Generale Securities CorporationCo-manager (212) 832-5103
Wessels, Arnold & HendersonCo-manager (612) 373-6121

Auditor: Deloitte & Touche
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 3/31/96 3/31/96
Revenue:$216.90$63.10Assets:$447.60
Net Income:$42.30$16.50Liabilities:$146.40
EPS:$0.75$0.30Equity:$301.20

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 developer of computer aided design, computer aided manufacturing, and computer aided engineering software products. The company believes it has one of the largest advanced CAD/CAM/CAE customer bases in the world, consisting of over 8,000 customers and 90,000seats, as well as the broadest advanced CAD/CAM/CAE product portfolio, with over 100 products. Marketed and sold through worldwide relationship with IBM since 1981, the company's products offer a full range of design, analysis, manufacturing and post-production support applications. The company's CATIA and CADAM products provide customers with a fully integrated CAD/CAM/CAE system that allows product designers and engineers, working concurrently, to design a product as a three-dimensional solid image, stimulate its assembly, analyze and test the product and assist in its manufacturing and maintenance, all before the product itself or any physical model exists. These software products are designed to enable customers, through a graphical user interface, to reduce the cost and time required for designing, engineering and manufacturing a product before market introduction while improving the quality of the finished product, and also to provide customers with easy access to reusable product data for post-design tasks.

Use of Proceeds
The proceeds from the offering will be distributed to selling shareholders.

Last updated: 10/28/96

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