Research Engineers, Inc.
Ticker: RENG 22700 Savi Ranch Parkway
Exchange: NASDAQ-National Market Yorba Linda, California 92687
Industry: High-Tech (714) 974-2500

Type of Shares:Common Shares Filing Date:6/4/96
U.S. Shares:1,300,000 Offer Date:7/26/96
Non-U.S. Shares:0 Filing Range:$6.00 - $7.50
Primary Shares:1,300,000 Offer Price:$5.00
Secondary Shares:0 Gross Spread:$0.35
Offering Amount: $8,775,000 Selling:$0.20
Expenses: - Reallowance:$0.10
Shares Out After:5,706,000

ManagerTierPhone
Cruttenden Roth IncorporatedLead Manager (800) 678-9147

Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
3/31/96 3/31/96
Revenue:$7.32Assets:$5.20
Net Income:$0.50Liabilities:$4.52
EPS:$0.12Equity:$0.68

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 provider of technically sophisticated stand-alone and network based engineering software products that provide fully integrated easy to use design automation and analysis solutions for use by design professionals worldwide. The Company's comprehensive line of engineering software products includes STAAD-III, the industry's top rated structural analysis and design software according to a recent survey by Engineering News-Record, as well as mechanical, civil and process/piping engineering tasks, including analysis and design of industrial, commercial, transportation and utility structures, pipelines, machinery and automotive and aerospace products and serve, contour and digital terrain modeling. The engineering design industry is characterized by rapidly changing market conditions as result of evolving quality/safety regulations due to knowledge gained as a result of recent natural disasters, increasing complexity of engineering projects, increasing demand for interdisciplinary information integration and increasing competition.

Use of Proceeds
Proceeds from the proposed offering will be used primarily for new product development, repayment of indebtedness, working capital and other general corporate purposes, including possible acquisitions.

Last updated: 10/28/96

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