Mastech Corporation
Ticker:MAST 1004 McKee Road
Exchange:NASDAQ-National Market Oakdale, Pennsylvania 15071
Industry:High-Tech (412) 787-2100

Type of Shares:Common Shares Filing Date:10/15/96
U.S. Shares:4,800,000 Offer Date:12/17/96
Non-U.S. Shares:0 Filing Range:$14.00 - $16.00
Primary Shares:3,400,000 Offer Price:$15.00
Secondary Shares:1,400,000 Gross Spread:$1.05
Offering Amount: $72,000,000 Selling:$0.63
Expenses:$1,000,000 Reallowance:$0.10
Shares Out After:21,600,000

ManagerTierPhone
Donaldson, Lufkin & Jenrette Securities Corp.Lead Manager (212) 504-4525
Cowen & CompanyCo-manager (212) 495-6000
Montgomery SecuritiesCo-manager (415) 627-2220
Parker/Hunter IncorporatedCo-manager (412) 562-7892

9 Month Ending Financials
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 9/30/96 9/30/95 9/30/96
Revenue:$103.68$90.34$76.16Assets:$26.84
Net Income:$11.07$6.23$8.20Liabilities:$13.46
EPS:$0.61$0.34$0.45Equity:$13.37

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 worldwide provider of information technology services to large organizations. Mastech provides its clients with a single source for a broad range of applications solutions and services, including client/server design and development. These services are provided in a variety of computing environments and use leading technologies, including client/server architectures, object-oriented programming, distributed databases and the latest networking and communications technologies. To enhance its services, Mastech has formed business alliances with leading software companies such as Baan, Oracle and Viasoft. In addition, the company has developed its own proprietary methodologies and tools, known as SmartAPPS, that provide a complete solution set for each of its services.

Use of Proceeds
The proceeds from the proposed offering will be used for the expansion of existing operations, including the company's international and offshore software development operations, development of new service lines and possible acquisitions of related businesses; payment of undistributed S Corporation earnings; and general corporate purposes including working capital.

Last updated: 12/29/96

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