Cellnet Data Systems, Inc.
Ticker: CNDS 125 Shoreway Road
Exchange: NASDAQ-National Market San Carlos, California 94070
Industry: Not Classified (415) 508-6000

Type of Shares:Common Shares Filing Date:8/5/96
U.S. Shares:4,000,000 Offer Date:9/26/96
Non-U.S. Shares:1,000,000 Filing Range:$19.00 - $21.00
Primary Shares:5,000,000 Offer Price:$20.00
Secondary Shares:0 Gross Spread:$1.35
Offering Amount: $100,000,000 Selling:$0.81
Expenses: - Reallowance:$0.10
Shares Out After: -

ManagerTierPhone
Morgan Stanley & Co. IncorporatedLead Manager (212) 703-4797
Cowen & CompanyCo-manager (212) 495-6000
Montgomery SecuritiesCo-manager 4156272220
Smith Barney Inc.Co-manager (718) 921-8473

Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 6/30/96 6/30/95 6/30/96
Revenue:$2.13$0.42$1.29Assets:$162.65
Net Income:-$40.96-$32.31-$12.12Liabilities:$233.05
EPS:Equity:-$70.40

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

Business Description
The company designs, builds, owns and operates innovative wireless networks capable of providing low-cost real-time status and event monitoring of up to several million endpoints. The primary application of the company's network is to provide network meter reading services to electric, gas and water utility companies pursuant to long-term contracts. The company is currently building wireless networks to provide NMR services to Kansas City Power and Light Company and Union Electric Company is St. Louis covering a total of 1,220,000 meters, of which more than 105,000 meters were in revenue service as of June 30, 1996. The company also currently provides certain network distribution automation services to electric utility customers including monitoring and control of power distribution equipment. The company's network uses radio devices fitted to existing utility meters to read and report data from each meter every few minutes. Through efficient use of radio frequency spectrum, the company's networks will have substantial additional capacity to service non-utility applications that require low-cost monitoring of fixed endpoints, such as home security and remote status monitoring of vending machines and office equipment. The company is working with industry leaders in those markets to encourage further development of such applications.

Use of Proceeds
The proceeds from the proposed offering will be used for general corporate purposes, including working capital, capital expenditures (capital expenditures and negative operating cash flow) in connection with the installation and operation of the company's networks and research and development expenses.

Last updated: 10/28/96

©1996 IPO Data Systems, Inc. - All rights reserved.