Visual Numerics, Inc.
(www.vni.com)
Proposed Ticker: - 9990 Richmond Avenue, Suite 400
Exchange:NASDAQ-Small Cap Market Houston, TX 77042
Industry:High-Tech (SIC Code 7372) (713) 784-3131

Filing Information
Type of Shares:Common Shares Filing Date:1/16/97
U.S. Shares Filed:1,650,000 Filing Range:$2.00 - $3.00
Non-U.S. Shares Filed:0 Offering Amount: $4,125,000
Primary Shares:1,650,000 Expenses:$375,000
Secondary Shares:0 Shares Out After:8,128,129

Primary Underwriting Group
ManagerTierPhone
Gordian Group, Inc.Lead Manager

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Venture Law Group
Bank's Law Firm: Howard, Rice, Nemerovski, Canady, Robertson, Falk
Auditor: KPMG Peat Marwick
Registrar/Transfer Agent: Self Administered

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
9 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 9/30/96 9/30/95 9/30/96
Revenue:$30.00$19.10$21.96Assets:$9.32
Net Income:-$0.08-$0.71-$0.37Curr Assets:
EPS:-$0.01-$0.11-$0.06Liabilities:$5.71
Prior EPS:$0.19$1.11$1.18Curr Liabilities:
Cash Flow/Oper:$1.77Equity:$3.61
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is a leading supplier of computational algorithm libraries and visual data analysis software. Its IMSL libraries are proprietary sets of algorithms used by scientists, researchers, engineers and information technology to perform complex numerical and computational functions and to develop computer applications. The company has been developing, enhancing and supplementing the IMSL libraries for 26 years. The company's PV-WAVE visual data analysis products facilitate analysis of complex, multi-variable data sets in a wide variety of industries and applications. Visual Numerics is enhancing its existing products to enable their use in intranet and Internet computing environments and is developing new products based upon its existing technologies that are specifically designed for use in Java based applications in those environments. The company's products help customers create high quality applications across multiple platforms. The company's customers include approximately 240 of the Fortune 1000 companies and are widely dispersed among telecommunications, financial, life sciences, transportation, defense, earth sciences, research and educational markets.

Use of Proceeds
The proceeds from the proposed offering will be used for development and marketing of new products and for working capital and other general corporate purposes.

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