Telco Communications Group, Inc.
Ticker: TCGX 4219 Lafayette Center Drive
Exchange: New York Stock Exchange Chantilly, Virginia 22021
Industry: Service (703) 631-5600

Type of Shares:Common Shares Filing Date:6/13/96
U.S. Shares:5,500,000 Offer Date:8/9/96
Non-U.S. Shares:0 Filing Range:$15.00 - $17.00
Primary Shares:5,500,000 Offer Price:$14.00
Secondary Shares:0 Gross Spread:$0.94
Offering Amount: $88,000,000 Selling:$0.56
Expenses: - Reallowance:$0.10
Shares Out After: -

ManagerTierPhone
Bear, Stearns & Co. Inc.Lead Manager (212) 272-2000
Salomon Brothers Inc.Co-manager (212) 783-2947

Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 3/31/96 3/31/95 3/31/96
Revenue:$215.38$91.93$45.28Assets:$108.93
Net Income:$10.77$3.28$3.54Liabilities:$93.23
EPS:Equity:$15.70

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

Business Description
Telco is a rapidly growing switch-based provider of domestic and international long distance telecommunication services primarily to residential customers in the United States. The majority of the Company's customers access its network by dialing a unique carrier identification code before dialing the number they are calling. Using a CIC Code to access the Company's network is known as "casual calling" because customers can use the Company's services at any time without changing their existing long distance carrier. The Company markets its long distance services under two brands, each with a unique CIC code: Dial & Save and the Long Distance Wholesale Club, and prices its services at a discount to the basic "1 plus" rates offered by the three major long distance carriers: AT&T; Corp., MCI Communications Corporation and Sprint Corporation. During April 1996, the Company provided long distance services to approximately 2.6 million customers in 37 states and the District of Columbia.

Use of Proceeds
The proceeds from the proposed offering will be used to repay amounts outstanding under capital leases. The remainder would be devoted to working capital and for general corporate purpose requirements, including possible acquisitions.

Last updated: 10/28/96

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