Hagler Bailly, Inc.
Ticker:HBIX 1530 Wilson Boulevard, Suite 900
Exchange:NASDAQ-National Market Arlington, VA 22209
Industry:Service (SIC Code 8742) (703) 351-0300

Offering Information
Type of Shares:Common Shares Filing Date:2/21/97
U.S. Shares:3,150,000 Offer Date:7/3/97
Non-U.S. Shares:0 Filing Range:$14.00 - $16.00
Primary Shares:2,500,000 Offer Price:$14.00
Secondary Shares:650,000 Gross Spread:$0.98
Offering Amount: $47,250,000 Selling:$0.58
Expenses: - Reallowance:$0.10
Shares Out After:7,541,663

Primary Underwriting Group
ManagerTierPhone
Donaldson, Lufkin & Jenrette Securities Corp.Lead Manager (212) 371-0641
Montgomery SecuritiesCo-manager (415) 627-2100

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Pepper Hamilton & Scheetz
Bank's Law Firm: Cahill Gordon & Reindel
Auditor: Ernst & Young
Registrar/Transfer Agent: StockTrans, Inc.

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/96 12/31/96
Revenue:$61.58Assets:$27.75
Net Income:$0.91Curr Assets:
EPS:Liabilities:$20.51
Prior EPS:Curr Liabilities:
Cash Flow/Oper:Equity:$7.24
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is a worldwide provider of a broad array of management consulting and other advisory services to the private and public sectors of the energy, utilities and environmental industries. The company offers a wide range of management consulting, litigation support and specialized financial advisory services to corporations, primarily electric and gas utilities and independent power producers, worldwide. The company also advises government institutions in the United States and abroad on a broad range of energy, utility and environmental infrastructure and public policy issues. Since its inception in 1980, Hagler Bailly has performed in excess of 1,900 consulting assignments for more than 750 clients in over 100 countries. In 1996, the company performed over 220 assignments for more than 125 clients in over 30 countries. In the past 16 years, the company has grown from a single office to a worldwide network of operations with principal offices in six cities in the United States and five other countries.

Use of Proceeds
The proceeds from the proposed offering will be used to repay all outstanding debt and fund general corporate purposes, including working capital and possible acquisitions of complementary businesses.

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