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Charles River Associates Incorporated
200 Clarendon Street, Boston, MA 02116 * (617) 425-3000

The company is a leading economic and business consulting firm that applies advanced analytic techniques and in-depth industry knowledge to complex engagements for a broad range of clients.

Primary Underwriting Group
ManagerTierPhone
Nationsbanc Montgomery Securities, Inc.Lead Manager (415) 627-2100
William Blair & CompanyCo-manager (312) 364-8990

Offering Information
NASNTL:CRAI Service: SIC 8748
Type of Shares:Common Shares Filing Date:2/26/98
U.S. Shares:2,188,000 Offer Date:4/23/98
Non-U.S. Shares:0 Filing Range:$15.00 - $17.00
Primary Shares:1,562,500 Offer Price:$18.50
Secondary Shares:625,500 Gross Spread:$1.29
Offering Amount: $35,008,000 Selling:$0.75
Expenses:$900,000 Reallowance:$0.10
Post-IPO Shares:8,081,740

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Foley Hoag & Eliot
Bank's Law Firm: Hale and Dorr
Registrar/Transfer Agent: Boston Equiserve Limited Partnership
Auditor: Ernst & Young

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Audited
Income
Balance
Sheet
11/29/97 11/29/97
Revenue:$44.81Assets:$20.43
Net Income:$3.13Curr Assets:$17.20
EPS:$0.49Liabilities:$11.90
Prior EPS:Curr Liab:$9.47
Cash Flow/Oper:$3.62Equity:$8.54
Cash Flow/Fin:-$0.71Cash:$2.05
Cash Flow/Inv:-$2.29Working Cap:$7.73

Competition
The market for economic and business consulting services is intensely competitive, highly fragmented and subject to rapid change. In general, the barriers to entry into the Company's markets are few and the Company expects to face additional competition from new entrants into the economic and business consulting industries. Many of the Company's competitors have national and international reputations as well as significantly greater personnel, financial, managerial, technical and marketing resources than the Company. Certain of the Company's competitors also have a significantly broader geographic presence than the Company. There can be no assurance that the Company will compete successfully with its existing competitors or with any new competitors.

Business Plan
The company intends to enhance its position as a leading economic and business consulting firm by pursuing the following growth strategy: (I) Attract and Retain High Quality Consultants, (ii) Increase Marketing Activities, (iii) Expand Services, (iv) Establish Relationships with Additional Outside Experts, (v) Pursue Strategic Acquisitions and Alliances and (vi) Open New Offices.

Use of Proceeds
The proceeds from the proposed offering will be used for payment of dividends and general corporate purposes, including working capital and possible acquisitions.

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