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First Consulting Group, Inc.
111 West Ocean Boulevard, 4th Floor, Long Beach, CA 90802 * (562) 624-5200

First Consulting Group, Inc. provides information technology and other consulting services to payors, providers and other healthcare organizations in North America and Europe.

Primary Underwriting Group
ManagerTierPhone
Hambrecht & Quist IncorporatedLead Manager (415) 439-3626
BancAmerica Robertson StephensCo-manager (415) 989-8500
UBS Securities Inc.Co-manager (212) 821-4510

Offering Information
NASNTL:FCGI Service: SIC 8742
Type of Shares:Common Shares Filing Date:11/26/97
U.S. Shares:4,012,000 Offer Date:2/12/98
Non-U.S. Shares:0 Filing Range:$10.00 - $12.00
Primary Shares:4,012,000 Offer Price:$13.00
Secondary Shares:0 Gross Spread:$0.91
Offering Amount: $44,132,000 Selling:$0.55
Expenses:$0 Reallowance:$0.10
Post-IPO Shares: -
Employees:558

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Cooley Godward Castro Huddleson & Tatum
Bank's Law Firm: Gunderson Dettmer Stough Villeneuve Franklin
Registrar/Transfer Agent: American Securities Transfer, Inc
Auditor: Grant Thornton

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
12/31/96 9/30/97 9/30/96 9/30/97
Revenue:$65.82$66.30$48.26Assets:$34.43
Net Income:$0.39$1.32$0.03Curr Assets:$25.68
EPS:$0.15$0.50$0.01Liabilities:$28.75
Prior EPS:$0.86$8.08$5.49Curr Liab:$15.38
Cash Flow/Oper:$2.21-$0.36-$0.39Equity:$5.68
Cash Flow/Fin:-$0.44-$3.46-$3.22Cash:$4.47
Cash Flow/Inv:-$3.63Working Cap:$10.30

Competition
The market for healthcare information technology consulting is intensely competitive, rapidly evolving and highly fragmented. The Company has competitors that provide some or all of the services provided by the Company. The Company competes for strategic consulting services and co-management services with international consulting firms, regional and specialty consulting firms and the consulting groups of international accounting firms. In its implementation and integration service lines, the Company competes with information system vendors, service groups of computer equipment companies, technology consulting firms, systems integration companies, clients' internal information management departments and other consulting firms. Many of the Company's competitors have significantly greater financial, human and marketing resources than the Company. As a result, such competitors may be able to respond more quickly to new or emerging technologies and changes in customer demands, or to devote greater resources to the development, promotion, sale and support of their products and services than the Company. In addition, as healthcare organizations become larger and more complex, the Company's larger competitors may be better able to serve the needs of such organizations. There can be no assurance that the Company will be able to attract and retain the personnel or to dedicate the financial resources necessary to serve these resulting organizations. The Company believes that it competes primarily on the basis of the quality of its services; however, its clients may become increasingly price-sensitive as competitive pricing pressures increase. Large information technology companies have, in the past, offered strategic planning services at a substantial discount as an incentive to utilize their implementation services, and software and hardware vendors may provide discounted implementation services for their products. These competitors may in the future discount such services more frequently or offer such services at no charge. There can be no assurance that the Company will be able to compete for price-sensitive clients on the basis of its current pricing or cost structure, or that the Company will be able to lower its prices or costs in order to compete effectively. Furthermore, many of the Company's competitors have long-standing business relationships with key personnel at healthcare organizations which could prevent or delay the Company from expanding its client base. While the Company believes that it has been able to compete successfully on the basis of the quality and range of its services and the accumulated expertise of its consultants, there can be no assurance that the Company will be able to compete effectively with current and future competitors or that competitive pressures faced by the Company will not cause the Company's revenue or operating margins to decline or otherwise materially adversely affect its business, financial condition and results of operations.

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

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