International Network Services, Inc.
(www.ins.com)
Ticker: INSS 1213 Innsbruck Drive
Exchange: NASDAQ-National Market Sunnyvale, California 94089
Industry: High-Tech (408) 542-0100

Type of Shares:Common Shares Filing Date:7/31/96
U.S. Shares:2,500,000 Offer Date:9/18/96
Non-U.S. Shares:0 Filing Range:$9.00 - $11.00
Primary Shares:2,500,000 Offer Price:$16.00
Secondary Shares:0 Gross Spread:$1.12
Offering Amount: $25,000,000 Selling:$0.68
Expenses:$860,000 Reallowance:$0.10
Shares Out After: -

ManagerTierPhone
Morgan Stanley & Co. IncorporatedLead Manager (212) 703-4797
Alex. Brown & Sons IncorporatedCo-manager (410) 727-1700
Robertson, Stephens & CompanyCo-manager (415) 989-8500

Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
6/30/96 6/30/96
Revenue:$44.09Assets:$18.07
Net Income:$2.88Liabilities:$8.19
EPS:$0.09Equity:$9.88

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

Business Description
International Network Services is a leading provider of services for complex enterprise networks. The company provides services for the full life cycle of a network, including planning, design, implementation, and operations and optimizations. Areas of expertise include WANS, network management, network and host security and high performance LANS. As a services only provider, the company believes that it is able to provide unbiased assessments and optimal solutions for its clients. The company offers its services on a long or short term basis in any or all phases of the network life cycle. The company's services are particularly well suited to clients who out-task a portion of their information technology infrastructure. The company has developed an on-line solutions resource, Knowledge Network, through which the company's network systems engineers communicate and collaborate to provide proven and cost effective solutions to clients' complex enterprise network needs.

Use of Proceeds
The proceeds from the proposed offering will be used for repayment of debt and general corporate purposes, including working capital and capital expenditures.

Last updated: 10/28/96

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