SNYDER COMMUNICATIONS INC, S-1, 1997-08-15

SNYDER COMMUNICATIONS INC
S-1, 1997-08-15
BUSINESS SERVICES, NEC

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 15, 1997.

REGISTRATION NO. 333-

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- -------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

---------------

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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SNYDER COMMUNICATIONS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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DELAWARE 7389 52-1983617
(STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER
JURISDICTION OF INSTITUTIONAL IDENTIFICATION NO.)
INCORPORATION OR CLASSIFICATION CODE
ORGANIZATION) NUMBER)

A. CLAYTON PERFALL
6903 ROCKLEDGE DRIVE
15TH FLOOR
BETHESDA, MARYLAND 20817
(301) 468-1010
(NAME, ADDRESS AND TELEPHONE NUMBER
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES AND AGENT FOR SERVICE)

---------------

COPY TO:

THOMAS H. MCCORMICK, MICHAEL W. BLAIR, ESQ. NORMAN D. SLONAKER,
ESQ. DEBEVOISE & PLIMPTON ESQ.
SHAW PITTMAN POTTS & 875 THIRD AVENUE BROWN & WOOD LLP
TROWBRIDGE NEW YORK, NEW YORK ONE WORLD TRADE CENTER
2300 N STREET, N.W. 10022 NEW YORK, NEW YORK
WASHINGTON, D.C. 20037 (212) 909-6000 10048
(202) 663-8000 (212) 839-5300

---------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
possible after the effective date of this registration statement.

If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]

If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [X]

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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE TO BE OFFERING PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER SHARE(3) PRICE(3) FEE
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par
value................. 8,880,179(1) $27.50 $244,204,923 $ 74,002
Common Stock, $.001 par
value................. 4,600,000(2) $27.50 $126,500,000 $ 38,333
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Total.................. 13,480,179 $27.50 $370,704,923 $112,335
</TABLE>
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- -------------------------------------------------------------------------------
(1) Includes shares that the Underwriters have the option to purchase to cover
over-allotments, if any.
(2) Includes 4,000,000 shares of Common Stock owned by certain stockholders of
the Registrant which may be distributed to holders of the Structured Yield
Product Exchangeable for Stock (SM) (each, a "STRYPES") issued by Snyder
STRYPES Trust (the "Trust") upon conclusion of the term of the Trust. Also
includes an additional 600,000 shares of Common Stock which may be
distributed by the Trust in connection with STRYPES issued upon the
exercise of the over-allotment option granted to the underwriters of the
STRYPES, if any, and an indeterminate number of shares which may be
delivered pursuant to stock splits, combinations, dividends,
recapitalizations or other adjustments.
(3) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) under the Securities Act, based upon the average of the
high and low prices for the Common Stock on the New York Stock Exchange on
August 14, 1997.

---------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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<PAGE>

SNYDER COMMUNICATIONS, INC.

EXPLANATORY NOTE

This registration statement contains forms of prospectuses relating to (1) a
primary and secondary offering of common stock of the Registrant in a United
States underwritten offering (the "U.S. Prospectus"), (2) a primary and
secondary offering of common stock in an international underwritten offering
(the "International Prospectus" and together with the U.S. Prospectus, the
"Offering Prospectuses") and (3) shares of common stock of the Registrant
owned by certain stockholders of the Registrant which may be distributed to
holders of certain Structured Yield Product Exchangeable for Stock (SM)
("STRYPES"), expected to be issued by the Snyder STRYPES Trust (the "Trust"),
upon conclusion of the term of the Trust (the "STRYPES-related Prospectus").

The Offering Prospectuses will be identical in all respects except for the
front cover page, the section entitled "Underwriting" and the outside back
cover page. The STRYPES-related Prospectus will be identical to the Offering
Prospectuses in all respects except for the front cover page, the first
paragraph of text on the inside front cover page, the addition to the
"Summary" of a section entitled "Recent Developments," the replacement of the
sub-heading entitled "The Offerings" in the "Summary" with a section entitled
"Plan of Distribution," a replacement for the section entitled "Use of
Proceeds," the replacement of the section entitled "Selling Stockholders" with
a section entitled "Concerning the Stockholders," the replacement of the
section entitled "Underwriting" with a section entitled "Plan of
Distribution," a replacement for the section entitled "Legal Matters," the
insertion of additional language to the section entitled "Available
Information" and the outside back cover page.

The form of the U.S. Prospectus is included herein and the form of the
alternate pages of the International Prospectus and the STRYPES-related
Prospectus are included herein on pages X-1 through X-5 and pages Y-1 through
Y-6, respectively.
<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED AUGUST 15, 1997
PROSPECTUS

7,721,895 SHARES

SNYDER COMMUNICATIONS, INC.

[LOGO]
COMMON STOCK

-----------

Of the 7,721,895 shares of Common Stock of Snyder Communications, Inc. (the
"Company") offered hereby, 1,500,000 are being offered by the Company and
6,221,895 are being offered by certain stockholders of the Company (the
"Selling Stockholders"). Certain other stockholders of the Company (the "Over-
Allotment Selling Stockholders") have granted to the Underwriters options to
purchase up to 1,158,284 additional shares to cover over-allotments, if any.
The Company will not receive any of the proceeds from the sale of the shares of
Common Stock by the Selling Stockholders.

Of the 7,721,895 shares of Common Stock offered hereby, 6,177,516 are being
offered for sale initially in the United States and Canada by the U.S.
Underwriters and 1,544,379 shares are being offered for sale initially in a
concurrent offering outside the United States and Canada by the International
Managers. The initial public offering price and the underwriting discount per
share will be identical for both Offerings. See "Underwriting." The Offerings
are expected to close concurrently with the offering of the STRYPES (as defined
herein) described in "Shares Eligible for Future Sale."

The Common Stock is listed on the New York Stock Exchange under the symbol
"SNC." On August 13, 1997, the last sale price of the Common Stock as reported
on the New York Stock Exchange was $28.50. See "Price Range of Common Stock."

SEE "RISK FACTORS" BEGINNING ON PAGE 9 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED
HEREBY.

-----------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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<TABLE>
<CAPTION>
PROCEEDS TO
PRICE TO UNDERWRITING PROCEEDS TO SELLING
PUBLIC DISCOUNT(1) COMPANY(2) STOCKHOLDERS
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<S> <C> <C> <C> <C>
Per Share....................... $ $ $ $
- --------------------------------------------------------------------------------
Total(3)........................ $ $ $ $
</TABLE>
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- --------------------------------------------------------------------------------
(1) The Company, Snyder Communications, L.P., the Selling Stockholders and the
Over-Allotment Selling Stockholders have agreed to indemnify the several
Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933, as amended. See "Underwriting."
(2) Before deducting expenses payable by the Company, estimated at $ .
(3) The Over-Allotment Selling Stockholders have granted the U.S. Underwriters
and International Managers options to purchase up to an additional 926,627
shares and 231,657 shares of Common Stock, respectively, exercisable within
30 days after the date hereof, solely to cover over-allotments, if any. If
such options are exercised in full, the total Price to Public, Underwriting
Discount, Proceeds to Company and Proceeds to Selling Stockholders
(including, in such case, the Over-Allotment Selling Stockholders) will be
$ , $ , $ and $ , respectively. See "Underwriting."

-----------

The shares of Common Stock are offered by the several Underwriters, subject
to prior sale, when, as and if issued to and accepted by them, subject to the
approval of certain legal matters by counsel for the Underwriters and certain
other conditions. The Underwriters reserve the right to withdraw, cancel or
modify such offer and to reject orders in whole or in part. It is expected that
delivery of the shares of Common Stock will be made in New York, New York, on
or about , 1997.

-----------

MERRILL LYNCH & CO.
GOLDMAN, SACHS & CO.
MONTGOMERY SECURITIES
BEAR, STEARNS & CO. INC.

-----------

The date of this Prospectus is , 1997.
<PAGE>

[PICTURE OF A BULL'S EYE-TYPE TARGET WITH SERVICES OFFERED AND CLIENT LOGOS
APPEARING IN THE SECTIONS OF THE TARGET.]

Certain persons participating in the Offerings, may engage in transactions
that stabilize, maintain or otherwise affect the price of the Common Stock.
Such transactions may include stabilizing, the purchase of Common Stock to
cover syndicate short positions and the imposition of penalty bids. For a
description of these activities, see "Underwriting."

In this Prospectus, references to "dollar" and "$" are to United States
dollars, and the terms "United States" and "U.S." mean the United States of
America (including the States and the District of Columbia), its territories,
its possessions and other areas subject to its jurisdiction. References to
"United Kingdom" and "U.K." refer to the United Kingdom of Great Britain and
Northern Ireland.
<PAGE>

SUMMARY

The following summary is qualified in its entirety by, and should be read in
conjunction with, the more detailed information and the financial statements
and notes thereto appearing elsewhere in this Prospectus. Unless otherwise
indicated, all information in this Prospectus (a) assumes no exercise of the
Underwriters' over-allotment options and (b) assumes that MMD, Inc. ("MMD"),
Brann Holdings Limited ("Brann"), American List Corporation ("American List"),
Sampling Corporation of America ("SCA") and Bounty Group Holdings Limited
("Bounty") (collectively, the "New Acquisitions"), because the acquisition of
each such company was accounted for as a pooling of interests, were all wholly-
owned subsidiaries of the Company. As used herein, the "Company" means Snyder
Communications, Inc., including the New Acquisitions and its other directly and
indirectly owned subsidiaries.

THE COMPANY

The Company is a rapidly growing international provider of complete marketing
solutions primarily to Fortune 500 companies that outsource elements of their
global sales and marketing efforts. The Company integrates its various
capabilities, including its proprietary distribution channels, into innovative,
value-added marketing programs that supplement its clients' sales and marketing
activities. The Company identifies high-value consumer segments; designs and
implements marketing programs to reach them; initiates and closes sales on
behalf of its clients; and provides customer care and retention services. The
Company's resources include proprietary databases of targeted consumers and
small businesses, database management services, proprietary product sampling
programs and publications, sponsored information displays in proprietary
locations, marketing program consultants, field sales and marketing
representatives, inbound and outbound teleservice representatives, and direct
mail and fulfillment capabilities. By expanding the range of its capabilities,
its specialized distribution channels and its geographic presence, the Company
seeks to provide a single source for its clients' outsourced sales and
marketing needs.

The Company's revenues, exclusive of acquisitions, in 1995 and 1996 were
$42.9 million and $82.8 million, respectively. The Company's consolidated
revenues, restated to include revenues from the New Acquisitions for all
reported periods, increased from $169.6 million in 1995 to $235.8 million in
1996, and from $106.3 million in the first six months of 1996 to $132.6 million
in the first six months of 1997. To date, substantially all of the Company's
revenues have been generated from operations in the U.S. and U.K.

The Company's clients primarily are global companies with large annual sales
and marketing expenditures facing significant competitive pressures to retain
or expand market share. The clients operate in various industries, including
telecommunications, pharmaceuticals, consumer packaged goods, financial
services and gas and electric utilities. Based on 1996 revenues, the ten
largest clients of the Company, listed alphabetically, were AT&T, Barclays
Bank, Bayer, Bristol Myers Squibb, MCI, Microsoft, Novartis Consumer Health,
Procter & Gamble, Royal Mail and Zurich Municipal.

The Company's marketing programs utilize the resources of one or more of the
Company's five service groups: Direct Services, Media and Sampling Services,
Medical Services, Data Delivery Services and International Services. Prior to
September 1996 when the Company had its initial public offering of common
stock, substantially all of the Company's capabilities were located in the
United States and consisted of field sales representatives and teleservices
associates in its Direct Services group and information displays and sampling
pack programs in its Media and Sampling Services group.

In order to broaden the range of services it provides to its clients and to
expand geographically, since January 1, 1997, the Company has made the five
major acquisitions described below. To complement and supplement its existing
management depth, the Company retained the key members of management of each of
the acquired companies.

1
<PAGE>

. In January, the Company established its Medical Services group through
the acquisition of MMD, which provides outsourced medical sales and
marketing services and has over 1,200 detailing representatives
conducting sales and marketing programs for some of the world's premier
pharmaceutical companies. The acquisition of MMD not only affords the
Company's preexisting clients the services of MMD's detailing
representatives but also expands the Company's business relationships
within the pharmaceutical industry.

. In March, the Company established its International Services group
through the acquisition of Brann, a leading provider of complete
marketing solutions in the U.K., offering a full range of creative,
telemarketing and database services to over 70 companies, government
agencies and charitable organizations. The acquisition of Brann
significantly strengthens the Company's presence in the U.K. The Company
believes that Brann's infrastructure, existing client relationships and
position as a leading provider of complete marketing solutions in the
U.K. provide the Company with the opportunity to significantly expand its
relationships with existing multinational clients and to attract new
European-based and multinational clients.

. In July, the Company expanded its data delivery service capabilities and
established its Data Delivery Services group through the acquisition of
American List, which develops, maintains and markets some of the largest
and most comprehensive databases of high school, college, and pre-school
through junior high school students in the United States. The databases
currently contain information on more than 30 million individuals. The
Company expects that access to American List's proprietary databases, in
addition to the Company's existing database, will augment the Company's
ability to market products and services on behalf of the Company's
clients to targeted customers and will enable the Company to offer
additional marketing services to the existing customers of American List.

. In July, the Company expanded its Media and Sampling Services group
through the acquisitions of SCA and Bounty. SCA is a U.S. provider of
targeted product sampling programs for packaged goods manufacturers, with
distribution channels that include over 150,000 separate locations
reaching primary and secondary schools, daycare/preschool centers,
colleges and immigrant organizations. Bounty is a U.K.-based provider of
targeted product sampling services and proprietary health-oriented
publications to expectant mothers, new mothers and parents of toddlers in
the U.K. and Ireland. The Company believes that SCA's and Bounty's
services and products will complement its existing product sampling
programs and that the acquisition of Bounty, along with that of Brann,
positions the Company for continued growth in Europe.

GROWTH STRATEGY

The Company believes that it is well-positioned to capitalize on five dynamic
social and commercial trends: the outsourcing of marketing and sales functions;
changes in demographics; changes in the regulatory environment; globalization;
and increased demand for direct marketing services in the U.K. and Europe. In
order to capitalize on these trends and continue its growth, the Company plans
to broaden the range of services offered to existing and future clients, expand
its geographic presence and pursue strategic acquisitions.

Broaden Range of Services and Leverage Client Base. The Company intends to
continue its growth by providing a broader range of services to its existing
clients. Through its recent acquisitions and internal growth, the Company has
significantly increased the types of services and the range of targeted
marketing channels that the Company can offer its clients. The Company is
actively leveraging its demonstrated success on behalf of existing clients by
offering such clients additional Company services. The Company also believes it
can more successfully attract new clients as a result of its increased
capabilities.

2
<PAGE>

products globally. Developing an expanded geographic market reach will enable
the Company to offer single-source solutions for its clients' global outsourced
sales and marketing needs. In furtherance of this strategy, the Company's
recent acquisitions of Brann and Bounty significantly enhanced the Company's
presence in the U.K. In addition, the Company believes that expansion into and
operating in foreign markets gives the Company an understanding of local
markets and cultures which is essential for designing global sales and
marketing programs. The Company expects that its further geographic expansion
will be accomplished by performing services for existing clients in new
geographic markets and by acquiring companies that perform services in new
geographic markets similar to those already provided by the Company.

Pursue Strategic Acquisitions. The Company intends to continue its growth
through strategic acquisitions. The Company expects to pursue acquisition
opportunities that give the Company additional proprietary channels of
distribution to important demographic segments, offer complementary services or
replicate the Company's existing marketing capabilities in unserved geographic
markets. The Company believes that the fragmentation in the marketing services
industry provides opportunities for the Company to selectively pursue
complementary domestic and international acquisitions. Although there are no
definitive agreements, understandings or arrangements at this time, the Company
continually evaluates acquisition opportunities.

The Company also seeks growth in order to obtain the benefits of economies of
scale. In certain of the Company's service groups, such as Media and Sampling
Services and Data Delivery Services, a high proportion of the Company's costs
is fixed. The Company believes it will realize improved profit margins by
spreading these costs over a larger revenue base. The Company anticipates that
its existing infrastructure in these groups can accommodate additional clients
and additional services.

The Company's corporate headquarters are located at Two Democracy Center,
6903 Rockledge Drive, Bethesda, Maryland, 20817, and its telephone number is
(301) 468-1010.

THE OFFERINGS

The offering of 6,177,516 shares of the Company's Common Stock, par value
$.001 per share, in the United States and Canada (the "U.S. Offering") and the
offering of 1,544,379 shares of the Common Stock outside the United States and
Canada (the "International Offering") are collectively referred to herein as
the "Offerings."

<TABLE>
<S> <C>
Common Stock Offered:
By the Company.......... 1,500,000 shares
By the Selling
Stockholders........... 6,221,895 shares
----------------
Total................. 7,721,895 shares
================
Common Stock to be
Outstanding After the
Offerings(1)............. 48,460,080 shares
Use of Proceeds........... The net proceeds to be received by the Company
from the Offerings will be used to fund
potential acquisitions and for working capital,
capital expenditures and general corporate
purposes. The Company will not receive any
proceeds from the sale of shares of Common Stock
by the Selling Stockholders. See "Use of
Proceeds."
New York Stock Exchange
Symbol................... SNC
</TABLE>
- --------
(1) Includes 850,000 shares issuable upon exercise of outstanding options as
indicated in "Selling Stockholders." Does not include (i) 5,117,252 shares
of Common Stock reserved for issuance upon exercise of outstanding options
and (ii) 2,122,562 shares of Common Stock available for future issuance
under the Company's 1996 Stock Incentive Plan. See "Shares Eligible for
Future Sale."

3
<PAGE>

SUMMARY SUPPLEMENTAL FINANCIAL AND OPERATING DATA

In July 1997, the Company acquired American List and SCA in merger
transactions and Bounty in a share exchange transaction, each of which has been
accounted for as a pooling of interests for financial reporting purposes. In
addition, in January 1997 and March 1997, respectively, the Company acquired
MMD and Brann in transactions accounted for as poolings of interests for
financial reporting purposes. The New Acquisitions are discussed in "Business--
General" and in Note 1 to the Supplemental Consolidated Financial Statements of
the Company contained elsewhere in this Prospectus. The following table sets
forth summary supplemental consolidated financial data of the Company as of and
for each of the years in the five year period ended December 31, 1996, and for
the six month periods ended June 30, 1996 and June 30, 1997, after giving
effect to the New Acquisitions. The table below gives effect to all of the New
Acquisitions, as if they had occurred on January 1 of each period presented.
Generally accepted accounting principles prohibit giving effect to a
consummated business combination accounted for by the pooling of interests
method in financial statements that do not include the date of consummation.
These supplemental consolidated financial statements do not extend through the
dates of the consummation of the acquisitions of American List, SCA and Bounty;
however, they will become the historical consolidated financial statements of
the Company upon the filing of its financial statements which cover the dates
of the acquisitions of American List, SCA and Bounty. The table also sets forth
unaudited pro forma income statement data for each of the years in the five
year period ended December 31, 1996, and for the six month periods ended June
30, 1996 and June 30, 1997, which gives pro forma effect to federal, state and
city income taxes as if all the combined operations of the Company were subject
to such taxes for all periods presented. The income statement data for each of
the years in the three year period ended December 31, 1996 and the balance
sheet data as of December 31, 1996 and December 31, 1995 are derived from the
audited Supplemental Consolidated Financial Statements of the Company. All
other income statement and balance sheet data presented are derived from
unaudited Supplemental Consolidated Financial Statements of the Company and in
the opinion of the management of the Company include all adjustments,
consisting of normal and recurring adjustments, which are necessary to present
fairly the combined results of operations and financial position of the Company
for each period presented. The following summary supplemental financial data
should be read in conjunction with the Supplemental Consolidated Financial
Statements and notes thereto included elsewhere in this Prospectus.

Table on following page

4
<PAGE>

<TABLE>
<CAPTION>
FOR THE SIX
MONTHS ENDED
FOR THE YEARS ENDED DECEMBER 31, JUNE 30,
----------------------------------------------------- --------------------
1992 1993 1994 1995 1996 1996 1997
----------- ----------- ----------- -------- -------- -------- -----------
(UNAUDITED) (UNAUDITED) (UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT
DATA:(1)(2)
Revenues............... $22,430 $38,594 $105,146 $169,642 $235,811 $106,341 $132,630
Operating expenses:
Cost of services....... 9,911 20,874 61,177 106,993 161,387 73,303 86,862
Selling, general and
administrative
expenses.............. 5,465 7,789 21,076 30,960 48,116 21,768 28,035
Compensation to
stockholders.......... 955 1,381 4,169 7,709 2,223 906 --
Acquisition costs(3)... -- -- -- -- -- -- 16,181
------- ------- -------- -------- -------- -------- --------
Income from
operations............ 6,099 8,550 18,724 23,980 24,085 10,364 1,552
Interest expense, net.. 107 75 936 1,569 2,084 1,469 85
------- ------- -------- -------- -------- -------- --------
Income before taxes and
extraordinary item.... 5,992 8,475 17,788 22,411 22,001 8,895 1,467
Income tax provision .. 2,244 2,975 5,405 6,101 5,603 2,003 5,734
------- ------- -------- -------- -------- -------- --------
Income (loss) before
extraordinary item.... 3,748 5,500 12,383 16,310 16,398 6,892 (4,267)
Extraordinary item(4).. -- -- -- -- (1,215) -- --
------- ------- -------- -------- -------- -------- --------
Net income (loss) ..... $ 3,748 $ 5,500 $ 12,383 $ 16,310 $ 15,183 $ 6,892 $ (4,267)
======= ======= ======== ======== ======== ======== ========
Unaudited:
Pro forma net income
(loss)(5)............. $ 3,758 $ 5,170 $ 10,717 $ 13,813 $ 11,464 $ 5,126 $ (4,875)
======= ======= ======== ======== ======== ======== ========
Pro forma fully diluted
net income (loss) per
share(6).............. $ 0.10 $ 0.14 $ 0.27 $ 0.33 $ 0.27 $ 0.12 $ (0.11)
======= ======= ======== ======== ======== ======== ========
Pro forma net income
before extraordinary
item and excluding
non-recurring
acquisition costs(5).. $ 3,758 $ 5,170 $ 10,717 $ 13,813 $ 12,679 $ 5,126 $ 10,557
======= ======= ======== ======== ======== ======== ========
Pro forma fully diluted
net income per share
before extraordinary
item and excluding
non-recurring
acquisition costs(6).. $ 0.10 $ 0.14 $ 0.27 $ 0.33 $ 0.30 $ 0.12 $ 0.23
======= ======= ======== ======== ======== ======== ========
Shares used in
computing pro forma
fully diluted per
share amounts(6)...... 37,557 37,557 39,928 41,531 42,913 41,228 45,518
<CAPTION>
AS OF DECEMBER 31, AS OF
----------------------------------------------------- JUNE 30,
1992 1993 1994 1995 1996 1997
----------- ----------- ----------- -------- -------- -----------
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEET
DATA:(1)(2)
Total assets........... $17,539 $25,278 $ 61,439 $ 90,608 $149,261 $157,507
Long-term debt(7)...... 3,234 2,638 15,584 29,354 28,796 16,361
Total equity........... 8,967 10,740 19,133 21,225 63,474 70,535
</TABLE>

Footnotes on following page

5
<PAGE>

(1) Prior to the consummation on September 24, 1996 of the reorganization (the
"Reorganization") in which the Company acquired all of the limited
partnership interests in Snyder Communications, L.P. (the "Partnership")
and all of the issued and outstanding stock of the corporate general
partner, Snyder Marketing Services, Inc. ("SMS"), the operations of the
Company were conducted through the Partnership. The Partnership was owned
63.85% by SMS and 36.15% by the limited partners. The Reorganization
resulted in the stockholders of SMS exchanging 100% of their SMS stock for
Common Stock simultaneously with the limited partners exchanging their
limited partner interests in the Partnership for Common Stock. After the
Reorganization, the Company owned 100% of the stock of SMS and, directly
and indirectly through its ownership of SMS, 100% of the interest of the
Partnership. Because of the continuity of ownership, the Reorganization was
accounted for by combining the assets, liabilities, and operations of SMS,
the Partnership and the Company at their historical cost basis.
Accordingly, for the periods prior to the Reorganization, the income
statement and balance sheet data include a combination of the accounts of
SMS and the Partnership.

Prior to its acquisition by the Company, American List had a fiscal year
which ended in February. The accompanying balance sheet data as of December
31 reflects the combination of American List's accounts as of the following
February month-end while the income statement data for each of the years
ended December 31 reflects the combination of American List operations for
the twelve months which end in the February following the respective income
statement date. The income statement data for the six months ended June 30,
1996 and 1997 reflects the combination of American List's trailing six
months ending August 30, 1996, for 1996 and the six months ending June 30,
1997 for 1997 while the balance sheet data as of June 30, 1997 reflects the
combination of American List data as of June 30, 1997.

(2) On January 25, 1994, Brann acquired all of the issued and outstanding
common stock of Brann Direct Marketing Limited ("Brann Limited") in a
transaction accounted for as a purchase, while on August 24, 1995, Bounty
acquired all of the outstanding common stock of Bounty Holdings Limited
("Bounty Limited") in a transaction accounted for as a purchase.
Accordingly, financial data for Brann is included only for periods from
January 26, 1994, and financial data for Bounty is included only for
periods from August 25, 1995.

(3) These costs are directly related to the acquisitions of MMD in January 1997
and Brann in March 1997. They include primarily banking fees, other
professional service fees, certain United Kingdom excise and transfer
taxes, as well as a non-cash charge of $9.1 million related to the
accelerated vesting of options held by Brann employees. Net income and net
income per share for the six months ended June 30, 1997, exclusive of these
acquisition costs was $10.6 million and $0.23 per share, respectively. The
Company anticipates that it will record approximately $16.8 million (before
tax) in acquisition costs in the quarter ending September 30, 1997 that are
related to the acquisitions of American List, SCA and Bounty in July 1997.

(4) An extraordinary item was recorded in conjunction with the early redemption
of subordinated debentures which were due to related parties. The
extraordinary item is net of a $0.8 million tax benefit and consists of
prepayment penalties and the write-off of unamortized discount and debt
issuance cost. Pro forma fully diluted net income before extraordinary item
per share was $0.30 for the year ended December 31, 1996.

(5) Prior to the Reorganization and the New Acquisitions, the Company, MMD and,
since January 1, 1995, SCA's principal operations were not subject to
federal or state corporate income taxes. In addition, both Brann and Bounty
are foreign subsidiaries, subject to different statutory income tax rates.
The pro forma provision for income taxes is calculated using a combined
federal and state tax rate of 39.8% for 1994, 38.4% for 1995, 42.4% for
1996 and 42.4% and 40.2% for the six months ended 1996 and 1997,
respectively, as if the Company, MMD and SCA had been taxable C
corporations for each of the periods presented.

(6) The shares used in computing pro forma fully diluted net income per share
amounts assume that the Reorganization and the New Acquisitions had
occurred at the beginning of each of the periods presented and reflect the
issuance of additional shares as a result of the Company's initial public
offering on September 24, 1996, the impact of stock options and certain
share repurchases.

(7) Includes mandatorily redeemable preferred stock of $4.6 million, $4.6
million, $6.3 million and $1.2 million at December 31, 1994, December 31,
1995, December 31, 1996 and June 30, 1997, respectively. In October 1995
and January 1994, Bounty and Brann, respectively, issued fixed cumulative
mandatorily redeemable preferred stock. The preferred stock does not carry
voting rights unless dividends are in arrears, which has not occurred, and
is not convertible into common stock. Accordingly, the preferred stock is
classified as long-term debt. The Bounty and Brann preferred stock was
redeemed in July 1997 and March 1997, respectively.

6
<PAGE>

SUMMARY FINANCIAL AND OPERATING DATA

In January 1997 and March 1997, respectively, the Company acquired MMD in a
merger transaction and Brann in a share exchange transaction, each of which was
accounted for as a pooling of interests for accounting and financial reporting
purposes. The MMD and Brann acquisitions are further discussed in "Business--
General" and in Note 1 to the Consolidated Financial Statements of the Company
contained elsewhere in this Prospectus. The following table sets forth selected
consolidated financial data of the Company as of and for each of the years in
the five year period ended December 31, 1996 and the six month periods ended
June 30, 1996 and June 30, 1997, after giving effect to the MMD and Brann
acquisitions. The table below gives effect to the MMD and Brann acquisitions as
if they had occurred on January 1 of each period presented. The table also sets
forth unaudited pro forma income statement data for each of the years in the
five year period ended December 31, 1996 and for the six month periods ended
June 30, 1996 and June 30, 1997, which gives pro forma effect to federal, state
and city income taxes as if all operations of the Company, MMD and Brann were
subject to such taxes for all periods presented. The income statement data for
each of the years in the three year period ended December 31, 1996 and the
balance sheet data as of December 31, 1995 and December 31, 1996 are derived
from the audited Consolidated Financial Statements of the Company. All other
income statement and balance sheet data presented are derived from unaudited
Consolidated Financial Statements of the Company and in the opinion of the
management of the Company include all adjustments, consisting of normal and
recurring adjustments, which are necessary to present fairly the results of
operations and financial position of the Company for each period presented. The
following selected financial data should be read in conjunction with the
Consolidated Financial Statements and notes thereto included elsewhere in this
Prospectus.

<TABLE>
<CAPTION>
FOR THE
SIX MONTHS ENDED
FOR THE YEARS ENDED DECEMBER 31, JUNE 30,
------------------------------------------------- ----------------
1992 1993 1994 1995 1996 1996 1997
----------- ----------- ------- -------- -------- ------- --------
(UNAUDITED) (UNAUDITED) (UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DA-
TA:(1)(2)
Revenues............... $8,196 $22,168 $80,429 $132,801 $185,440 $84,755 $103,533
Operating expenses:
Cost of services....... 5,443 16,460 53,219 93,824 139,359 63,681 73,786
Selling, general and
administrative
expenses.............. 1,326 3,083 15,754 21,721 33,739 15,019 19,276
Compensation to
stockholders.......... 955 1,382 3,009 7,034 1,548 906 --
Acquisition costs(3)... -- -- -- -- -- -- 16,181
------ ------- ------- -------- -------- ------- --------
Income (loss) from
operations............ 472 1,243 8,447 10,222 10,794 5,149 (5,710)
Interest expense
(income), net......... 380 278 1,168 1,455 1,152 940 (473)
------ ------- ------- -------- -------- ------- --------
Income (loss) before
taxes and
extraordinary item.... 92 965 7,279 8,767 9,642 4,209 (5,237)
Income tax provision... 39 88 1,465 1,572 1,412 86 3,791
------ ------- ------- -------- -------- ------- --------
Income (loss) before
extraordinary item.... 53 877 5,814 7,195 8,230 4,123 (9,028)
Extraordinary item(4).. -- -- -- -- (1,215) -- --
------ ------- ------- -------- -------- ------- --------
Net income (loss) ..... $ 53 $ 877 $ 5,814 $ 7,195 $ 7,015 $ 4,123 $ (9,028)
====== ======= ======= ======== ======== ======= ========
Unaudited:
Pro forma net income
(loss)(5)............. $ 63 $ 547 $ 4,191 $ 5,193 $ 4,134 $ 2,335 $ (9,028)
====== ======= ======= ======== ======== ======= ========
Pro forma fully diluted
net income (loss) per
share(6).............. $ 0.00 $ 0.02 $ 0.13 $ 0.16 $ 0.12 $ 0.07 $ (0.24)
====== ======= ======= ======== ======== ======= ========
Pro forma net income
before extraordinary
item and excluding
non-recurring
acquisition costs(5).. $ 63 $ 547 $ 4,191 $ 5,193 $ 5,349 $ 2,335 $ 6,403
====== ======= ======= ======== ======== ======= ========
Pro forma fully diluted
net income per share
before extraordinary
item and excluding
non-recurring
acquisition costs..... $ 0.00 $ 0.02 $ 0.13 $ 0.16 $ 0.16 $ 0.07 $ 0.17
====== ======= ======= ======== ======== ======= ========
Shares used in
computing pro forma
fully diluted per
share amounts(6)...... 29,466 30,821 33,163 33,163 34,535 33,163 37,544
</TABLE>

Table continued on following page

7
<PAGE>

<TABLE>
<CAPTION>
AS OF DECEMBER 31,
---------------------------------------------------- AS OF JUNE 30,
1992 1993 1994 1995 1996 1997
----------- ----------- ----------- ------- -------- --------------
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DA-
TA:(1)(2)
Total assets........... $ 3,990 $ 8,378 $ 9,880 $47,549 $104,594 $103,039
Long-term debt(7)...... 3,234 2,638 2,068 16,661 13,153 1,134
Total equity
(deficit)............. (3,042) (2,241) 663 4,870 50,097 57,587
</TABLE>
- --------
(1) Prior to the consummation on September 24, 1996 of the Reorganization in
which the Company acquired all of the limited partnership interests in the
Partnership and all of the issued and outstanding stock of the
Partnership's corporate general partner, SMS, the operations of the Company
were conducted through the Partnership. The Partnership was owned 63.85% by
SMS and 36.15% by the limited partners. The Reorganization resulted in the
stockholders of SMS exchanging 100% of their SMS stock for Common Stock
simultaneously with the limited partners exchanging their limited partner
interests in the Partnership for Common Stock. After the Reorganization,
the Company owns 100% of the stock of SMS and, directly and indirectly
through its ownership of SMS, 100% of the interests of the Partnership.
Because of the continuity of ownership, the Reorganization was accounted
for by combining the assets, liabilities and operations of SMS, the
Partnership and the Company at their historical cost basis. Accordingly,
for the periods prior to the Reorganization, the income statement and
balance sheet data include a combination of the accounts of SMS and the
Partnership.

(2) On January 25, 1994, Brann acquired all of the issued and outstanding
common stock of Brann Limited in a transaction accounted for as a purchase.
Accordingly, financial data for Brann is included only for periods from
January 26, 1994.

(3) These costs are directly related to the acquisitions of MMD in January 1997
and Brann in March 1997. These costs include primarily banking fees, other
professional service fees, certain United Kingdom excise and transfer
taxes, as well as a non-cash charge of $9.1 million related to the
accelerated vesting of options held by Brann employees.

(4) An extraordinary item was recorded in conjunction with the early redemption
of the subordinated debentures due to related parties. The extraordinary
item is net of a $0.8 million tax benefit and consists of prepayment
penalties and the write-off of amortized discount and debt issuance costs.
Pro forma fully diluted net income before extraordinary item per share was
$0.16 for the year ended December 31, 1996.

(5) Prior to the Reorganization and the acquisitions of MMD and Brann, the
Company and MMD's principal operations were not subject to federal or state
corporate income taxes. In addition, Brann is a foreign subsidiary subject
to different statutory income tax rates. A pro forma provision for income
taxes is calculated for the five years in the period ending December 31,
1996 and the six months ended June 30, 1996 using a combined federal and
state tax rate of 39.6% for the Company, 44.9% for MMD and 33.0% for Brann,
as if the Company and MMD had been taxable C corporations for each of the
periods presented. The tax provision for the six months ended June 30, 1997
represents the Company's actual tax provision.

(6) The shares used in computing fully diluted pro forma net income per share
amounts assume that the Reorganization and the acquisitions of MMD and
Brann had occurred at the beginning of each of the periods presented and
reflect the issuance of additional shares as a result of the Company's
initial public offering on September 24, 1996 and the impact of stock
options.

(7) Includes mandatorily redeemable preferred stock of $4.6 million and $5.1
million at December 31, 1995 and December 31, 1996, respectively. On
January 25, 1994, in connection with the acquisition of Brann Limited by
Brann, fixed cumulative mandatorily redeemable preferred stock was issued.
The preferred stock does not carry voting rights unless dividends are in
arrears, which has not occurred, and is not convertible into common stock.
Accordingly, the preferred stock is classified as long-term debt. This
preferred stock was redeemed in March 1997.

8
<PAGE>

RISK FACTORS

This Prospectus contains forward-looking statements that involve risks and
uncertainties. Actual results could differ materially from those discussed in
the forward-looking statements as a result of certain factors, including those
set forth below and elsewhere in this Prospectus. The following risk factors
should be considered carefully in addition to the other information in this
prospectus before purchasing the shares of Common Stock offered hereby.

RELIANCE ON AT&T

Currently, AT&T is the Company's largest client, accounting for $50.4
million, or 21%, of the Company's 1996 revenues. The Company currently has two
major contracts with AT&T. The first contract with AT&T, which expires in
December 1997, subject to AT&T's right to renew the contract upon terms
mutually agreeable to AT&T and the Company, provides that the Company will
perform direct sales services for AT&T of certain consumer products. The
second contract, which expires in December 1998, subject to automatic renewal
for an additional year unless either party gives 90 days notice of
termination, provides that the Company will provide direct sales services for
AT&T to commercial customers through direct selling, event marketing and
affinity program marketing. In addition, since 1995 the Company has provided
services for AT&T's customers who are not part of the Foreign-Origin Consumer
Market (as defined below). This arrangement is not currently reflected in a
written contract.

The Company anticipates that, as the expiration of the respective AT&T
contracts nears, it will enter into negotiations with AT&T regarding extending
the relationship. The loss of AT&T as a client, or any significant portion of
the services provided to AT&T, would have a material adverse effect on the
Company's results of operations. If such negotiations were to prove
unsuccessful, the Company anticipates that it would enter into negotiations
with other companies, including with other telecommunications companies, to
utilize the resources currently devoted to AT&T (although, under the terms of
the first AT&T contract, the Company could not enter into such negotiations
with other telecommunications companies for services targeting the U.S.-based
residential customers who either speak foreign languages or are English
speakers who consider foreign countries their home (the "Foreign-Origin
Consumer Market") until thirty days after the expiration of the AT&T
contract). There can be no assurance, however, that the Company would be able
to find clients that would generate the same amount of revenue or
profitability as does AT&T.

RELIANCE ON OTHER MAJOR CLIENTS

The Company's ten largest clients, including AT&T, accounted for 56% of the
Company's 1996 revenues. The ten largest clients of the Company, listed
alphabetically and based on 1996 revenues, were AT&T, Barclays Bank, Bayer,
Bristol Myers Squibb, MCI, Microsoft, Novartis Consumer Health, Procter &
Gamble, Royal Mail and Zurich Municipal. Certain clients use a significant
portion of the services of one of the Company's service groups, such as
Bristol Myers Squibb for the Medical Services group and Procter & Gamble for
the Media and Sampling Services group. The loss of any of these significant
clients could have a material adverse effect on the Company's results of
operations. Concurrently with entering a new contract to provide similar
services to AT&T in December 1996, the Company terminated its contract with
MCI, under which it provided marketing and sales services targeting small
business customers. As is typical in the industry, the vast majority of the
Company's contracts either are short-term or are cancelable on specified
notice periods by the client. As a result, there can be no assurance that the
Company's most significant clients will continue to do business with the
Company over the long term. If any of the Company's significant clients elect
not to renew their contracts, it could have a material adverse effect on the
Company's results of operations.

GROWTH THROUGH ACQUISITIONS

The Company plans to expand its business through complementary acquisitions.
The Company is currently evaluating several acquisitions and expects to
continue to consider growth opportunities through additional acquisitions
which may involve payments in cash or the issuance of additional shares of
Common Stock, although there are no definitive arrangements or agreements to
do so at this time. There can be no assurance that

9
<PAGE>

the Company will have sufficient capital resources to continue to pursue this
aspect of its growth strategy. Additionally, there can be no assurance that
the Company will successfully identify, complete or integrate additional
acquisitions or that any acquired companies, including its recent
acquisitions, will perform as expected or will contribute significant revenues
or profits to the Company. The Company may also, in the future, face increased
competition for acquisition opportunities, which may inhibit the Company's
ability to consummate suitable acquisitions on terms favorable to the Company.

INTEGRATION OF ACQUISITIONS

Since January 1, 1997, the Company has made six acquisitions. The services
provided by the acquired companies, although complementary, differ in varying
degrees from the services offered by the Company. There can be no assurance
that the anticipated benefits with respect to the clients and targeted markets
of these acquisitions will be achieved. Moreover, the Company had limited
experience in acquiring businesses prior to these acquisitions. Thus, the
Company has not yet demonstrated the long-term ability to successfully manage
an acquired business. There can be no assurance that the Company will be able
to manage successfully the new service areas of the Company, the employees of
such service areas or the client bases supported by such service areas. The
inability of the Company to integrate and manage acquired businesses
successfully could have a material adverse effect upon the Company.

MANAGEMENT OF GROWTH

The Company has experienced rapid growth over the past several years.
Continued growth depends to a significant degree on the Company's ability to
successfully utilize its existing infrastructure and databases to perform
services for other clients, as well as on the Company's ability to develop and
successfully implement new marketing methods or channels for new services for
existing and new clients. Continued growth will also depend on a number of
other factors, including the Company's ability to maintain the high quality of
the services it provides to customers and to increase its penetration with
existing customers, recruit, motivate and retain qualified personnel, and
train existing sales representatives or recruit new sales representatives on
an economic basis to sell different categories of services or products. The
Company's continued growth also will require the implementation of enhanced
operational and financial systems, will require additional management,
operational and financial resources and could place a strain on the Company's
operations and resources. There can be no assurance that the Company will be
able to manage its expanding operations effectively or that it will be able to
maintain its growth. If the Company is unable to manage growth effectively,
its business, results of operations or financial condition could be materially
adversely affected.

RISK ASSOCIATED WITH INTERNATIONAL OPERATIONS AND EXPANSION

The Company acquired Brann in March 1997 and Bounty in July 1997, its first
international acquisitions. A key component of the Company's growth strategy
is continued international expansion. There can be no assurance that the
Company will be able to successfully acquire companies, or integrate acquired
companies to expand its international operations. In addition, there are
certain risks inherent in conducting international business, including
exposure to currency fluctuations, difficulties in complying with a variety of
foreign laws, unexpected changes in regulatory requirements, difficulties in
staffing and managing foreign operations, and potentially adverse tax
consequences. There can be no assurance that one or more of such factors will
not have a material adverse effect on the Company's international operations
and consequently on the Company's business, results of operations or financial
condition.

ADVERSE EFFECT OF FOREIGN EXCHANGE RATES ON RESULTS OF OPERATIONS

As a result of the acquisitions of Brann and Bounty, approximately 35% of
the Company's revenues in the first six months of 1997 were from outside of
the United States and were denominated in British pounds. The U.S. dollar
value of the Company's revenues varies with currency exchange rate
fluctuations. Significant increases in the value of the U.S. dollar relative
to the British pound could have a material adverse effect on the

10
<PAGE>

Company's results of operations. The Company continually evaluates its
exposure to exchange rate risk but does not currently hedge such risk. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."

DEPENDENCE ON TREND TOWARD OUTSOURCING

The Company's business and growth depend in large part on the trend toward
outsourcing of marketing services. There can be no assurance that this trend
in outsourcing will continue, as companies may elect to perform such services
internally. A significant change in the direction of this trend generally, or
a trend in the telecommunications or pharmaceutical industry not to use, or to
reduce the use of, outsourced marketing services, such as those provided by
the Company, would have a material adverse effect on the Company.

COMPETITIVE AND FRAGMENTED INDUSTRY

The industry in which the Company competes is highly competitive and
fragmented. The Company competes with providers of other forms of advertising
and marketing media, such as direct mail, television, radio and other
advertising media. The Company also competes with the internal marketing
capabilities of clients and prospective clients. The Company's largest client,
AT&T, has significant internal teleservices and field force marketing
capabilities and also contracts for these services from competitors of the
Company. The Company competes as well with other marketing services firms,
ranging in size from very small firms offering special applications or short-
term projects to large independent firms. A number of competitors have
capabilities and resources equal to, or greater than, the Company's. There can
be no assurance that, as the Company's industry continues to evolve,
additional competitors with greater resources than the Company will not enter
the industry (or particular segments of the industry) or that the Company's
clients will not choose to conduct more of their targeted marketing services
internally or through alternative marketing media. Although the Company
intends to monitor industry trends and respond accordingly, there can be no
assurance that the Company will be able to anticipate and successfully respond
to such trends in a timely manner. In addition, many of the Company's initial
sources for names in its databases could also be available to a competitor
wishing to develop a data delivery business. See "Business--Competition."

DEPENDENCE ON LABOR FORCE

Many aspects of the Company's business are very labor intensive and
experience high personnel turnover. Many of the Company's employees receive
hourly wages plus commissions, if earned. A higher turnover rate among the
Company's employees would increase the Company's recruiting and training costs
and decrease operating efficiencies and productivity. The Company's operations
typically require specially trained persons, such as those employees who
market services and products in languages other than English and those
independent contractors in the pharmaceutical detailing business. Growth in
the Company's business will require it to recruit and train qualified
personnel at an accelerated rate from time to time. There can be no assurance
that the Company will be able to continue to hire, train and retain a
sufficient labor force of qualified persons.

RELIANCE ON TECHNOLOGY, RISK OF BUSINESS INTERRUPTION

The Company has invested significantly in sophisticated and specialized
telecommunications and computer technology and has focused on the application
of this technology to provide customized solutions to meet many of its
clients' needs. In addition, the Company has invested significantly in
sophisticated end-user databases and software that enable it to market its
clients' products to targeted markets. The Company anticipates that it will be
necessary to continue to select, invest in and develop new and enhanced
technology and end-user databases on a timely basis in the future in order to
maintain its competitiveness. In addition, the Company's business is dependent
on its computer and telephone equipment and software systems, and the
temporary or permanent loss of such equipment or systems, through casualty or
operating malfunction, or a significant increase in the cost of telephone
services that is not recoverable through an increase in the price of the
Company's services, could have a material adverse effect on the Company's
business. The Company's property and business interruption insurance may not
adequately compensate the Company for all losses that it may incur in any such
event.

11
<PAGE>

DEPENDENCE ON KEY PERSONNEL

The success of the Company depends in large part upon the abilities and
continued service of its executive officers and other key employees,
particularly Daniel M. Snyder, Chairman of the Board of Directors and Chief
Executive Officer. There can be no assurance that the Company will be able to
retain the services of such officers and employees. The failure of the Company
to retain the services of Mr. Snyder or of other key personnel could have a
material adverse effect on the Company. The Company has employment agreements
with certain executive officers, including Mr. Snyder, and also has non-
competition agreements with certain key personnel, including each of its
executive officers. Courts, however, are at times reluctant to enforce such
non-competition agreements. See "Management--Employment Agreements." In
addition, many of the Company's executive officers and other key personnel
either are participants in the Company's Stock Option Plan or hold a
significant amount of Common Stock (as is the case with Mr. Snyder). The
Company believes that these interests increase the incentives such key
employees have to remain with the Company. The Company maintains a key person
insurance policy on Mr. Snyder. In order to support its growth, the Company
will be required to effectively recruit, hire, train and retain additional
qualified management personnel. The inability of the Company to attract and
retain the necessary personnel could have a material adverse effect on the
Company.

GOVERNMENT REGULATION

The Company's business conducted in the U.S. is subject to various federal
and state laws and regulations. Certain portions of the Company's industry
have become subject to an increasing amount of federal and state regulation in
the past five years. The Federal Communications Commission's (the "FCC") rules
under the Federal Telephone Consumer Protection Act of 1991 limit the hours
during which telemarketers may call consumers and prohibit the use of
automated telephone dialing equipment to call certain telephone numbers. The
Federal Telemarketing and Consumer Fraud and Abuse Prevention Act of 1994 (the
"TCFAPA") broadly authorizes the Federal Trade Commission ("FTC") to issue
regulations prohibiting misrepresentation in telephone sales. In August 1995,
the FTC issued regulations under the TCFAPA which, among other things, require
telemarketers to make certain disclosures when soliciting sales. The Company
believes its operating procedures comply with the telephone solicitation rules
of the FCC and FTC. However, there can be no assurance that additional federal
or state legislation, or changes in regulatory implementation, would not limit
the activities of the Company or its clients in the future or significantly
increase the cost of regulatory compliance.

A number of states have enacted or are considering enacting legislation to
regulate telephone and door-to-door solicitations. For example, telephone
sales in certain states cannot be final unless a written contract is delivered
to and signed by the buyer, and such a contract may be canceled within three
business days. Other states require third-party verification for door-to-door
solicitation.

Several of the industries in which the Company's clients operate are subject
to varying degrees of governmental regulation, particularly the
telecommunications, pharmaceuticals and healthcare industries. Generally,
compliance with these regulations is the responsibility of the Company's
clients. However, the Company could be subject to a variety of enforcement or
private actions for its failure or the failure of its clients to comply with
such regulations.

One of the significant regulations of the FCC applicable to long distance
carriers, such as AT&T (a Company client), prohibits the unauthorized
switching of subscribers' long distance carriers, known in the industry as
"slamming." A fine of up to $100,000 may be imposed by the FCC for each
instance of slamming. In order to prevent unauthorized switches, federal law
requires that switches authorized over the telephone, such as through the
Company's teleservices, be verified contemporaneously by a third party. The
Company believes its procedures comply with this third-party verification
requirement.

12
<PAGE>

is possible that employees may in some instances engage in unauthorized
activities, including slamming. The Company investigates customer complaints
reported to it by its telecommunications clients and reports the results to
its clients. To the Company's knowledge, no FCC complaint has been brought
against any of its clients as a result of the Company's services, although the
Company believes that the FCC is examining the sales activities of long
distance telecommunications providers, including the Company's clients, and
the activities of outside vendors, such as the Company, used by such
providers. If any complaints were brought, the Company's client might assert
that such complaints constituted a breach of its agreement with the Company
and, if material, seek to terminate the contract. Any termination by AT&T
would be likely to have a material adverse effect upon the Company's business.
If such complaints resulted in fines being assessed against a client of the
Company, the client could seek to recover such fines from the Company. Any
amounts recovered from the Company would reduce the Company's net income.

In connection with the handling and distribution of samples of
pharmaceutical products, the Medical Services group is subject to regulation
by its clients, the Prescription Drug Marketing Act of 1987 and other
applicable federal, state and local laws and regulations. Pharmaceutical
companies and the health care industry in general are subject to significant
federal and state regulation. In particular, regulations affecting the pricing
or marketing of pharmaceuticals could make it uneconomic or infeasible for
pharmaceutical companies to market their products through medical marketing
detailers. Other changes in the regulation of the pharmaceutical industry
could also have a material adverse effect on the Medical Services group.

An act recently passed by the U.S. Congress contains restrictions on the use
and sale of lists, such as those compiled and maintained by the Company, that
the Company believes will not materially affect its business or results of
operations. As originally introduced, the bill included provisions requiring
parental consent to any sale of lists of names of minors. Though this consent
requirement was stricken from the act, there can be no assurance that similar
legislation will not be passed in the future at the federal or state level.
Any substantial legal restriction on the use or sale of marketing lists could
have a material adverse effect on the Company's results of operations.

The uncertainty of the regulatory environment is increased by the fact that
the Company generates and receives data from many sources. As a result, there
are many ways both domestic and foreign governments might attempt to regulate
the Company's use of its data. Any such restriction could materially adversely
affect the Company's financial condition and results of operations.

The services offered by the International Services group may be subject to
certain regulations of the U.K. and the European Union, including regulations
relating to inbound and outbound teleservices, advertising content, promotions
of financial products, activities requiring customers to send money with mail
orders and the maintenance and use of customer data held on databases. In
addition, the printing facility utilized by the International Services group
is also subject to certain environmental regulations regarding the storage and
disposal of certain chemicals involved in the printing process. The Company
believes that the International Services group is substantially in compliance
with applicable regulations. There can be no assurance, however, that
additional U.K. or European Union legislation, or changes in the regulatory
implementation, would not limit the activities of the International Services
group or significantly increase the cost of regulatory compliance.

POTENTIAL FLUCTUATIONS IN QUARTERLY OPERATING RESULTS

The Company could experience quarterly variations in revenues and operating
income as a result of many factors, including the timing of clients' marketing
campaigns, the implementation of new products or services, the timing of
additional selling efforts and the general and administrative expenses to
acquire and support such new business and changes in the Company's revenue mix
among its various service offerings. In connection with certain contracts, the
Company could incur costs in periods prior to recognizing revenue under those
contracts.

13
<PAGE>

In addition, the Company must plan its operating expenditures based on revenue
forecasts, and a revenue shortfall below such forecast in any quarter would be
likely to affect adversely the Company's operating results for that quarter.

SHARES ELIGIBLE FOR FUTURE SALE, STRYPES OFFERING AND REGISTRATION RIGHTS

Upon completion of the Offerings, the Company will have outstanding an
aggregate of 48,460,080 shares of Common Stock. Of the 48,460,080 shares,
22,114,917 shares will be freely transferable without restriction or further
registration under the Securities Act and 26,345,163 shares will be
"restricted securities" within the meaning of Rule 144 under the Securities
Act and will not be able to be sold other than pursuant to an effective
registration statement under the Securities Act, pursuant to an exemption from
the registration requirements of the Securities Act, or subject to the volume
limitations of Rule 144. In addition, shares of Common Stock to be issued upon
the exercise of certain options will be freely transferable upon such
exercise. See "Shares Eligible for Future Sale." The Company, certain Selling
Stockholders, the Over-Allotment Selling Stockholders and the Company's
directors and executive officers have agreed, subject to certain exceptions
for pledges and, in the case of the Company, the grant and exercise of
employee stock options and the issuance of shares in connection with
acquisitions as long as all executive officers, directors and other affiliates
of the entity being acquired have agreed in writing to the restrictions set
forth below, and the effecting of the STRYPES transaction described below, not
to, directly or indirectly, sell, offer to sell, grant any option for the sale
of, or otherwise dispose of, any capital stock of the Company or any security
convertible or exchangeable into, or exercisable for, such capital stock, or,
in the case of the Company, file any registration statement with respect to
any of the foregoing (other than a registration statement on Form S-8 to
register shares issuable upon exercise of employee stock options or a
registration statement on Form S-4 to register shares issuable in connection
with an acquisition), for a period of 90 days after the date of this
Prospectus, without the prior written consent of Merrill Lynch & Co.

Concurrently with, but not conditioned upon, the completion of the
Offerings, D.M.S. Endowment, LLC ("Endowment"), a limited liability company of
which Daniel M. Snyder and Michele D. Snyder are the beneficial owners, Sutton
Partners, LLC ("Sutton"), a limited liability company of which Fred Drasner is
the beneficial owner, and A.O. Roberts, LLC ("Roberts"), a limited liability
company of which Dr. A.O. Roberts is the beneficial owner, intend to enter
into a forward purchase contract (the "Contract") with the Snyder STRYPES
Trust, a Delaware business trust (the "Trust"). Pursuant to the Contract, such
stockholders will be obligated to deliver to the Trust an aggregate of up to
4,000,000 shares, or up to 4,600,000 if the overallotment option in the
STRYPES offering is exercised in full, of Common Stock owned by such
stockholders, or cash equal to the value thereof, three years from the date of
the Contract. Prior to any such delivery, such stockholders will retain voting
and dividend rights with respect to the shares that are the subject of the
Contract. See "Principal Stockholders" and "Shares Eligible for Future Sale."

Pursuant to agreements, Mr. Snyder and certain of the Company's other
stockholders are entitled to certain registration rights with respect to their
shares of Common Stock. If such stockholders, by exercising such registration
rights upon expiration of the lock-up agreement described above, cause a large
number of shares to be registered and sold in the public market, such sales
could have an adverse effect on the market price of the Common Stock. See
"Shares Eligible for Future Sale."

Future sales of substantial amounts of Common Stock in the public market
could adversely affect the market price of the Common Stock and the ability of
the Company to raise additional capital or engage in business combinations
through sales of additional shares of Common Stock.

CONTROL BY PRINCIPAL STOCKHOLDERS

Following completion of the Offerings, assuming that the Underwriters' over-
allotment options are not exercised, and including shares underlying the
STRYPES Contract, Daniel M. Snyder, the Chairman of the Board of Directors and
Chief Executive Officer of the Company, and Michele D. Snyder, Vice Chairman,
President,

14
<PAGE>

Chief Operating Officer and a director of the Company, will beneficially own
approximately 20.7% and 7.4%, respectively, of the outstanding shares of
Common Stock. As a result, Mr. Snyder individually, and he and Ms. Snyder if
they act in concert, will have the ability to exercise substantial influence
over the Company's business by virtue of their voting power with respect to
the election of directors and all other matters requiring action by
stockholders. Such concentration of share ownership may have the effect of
discouraging, delaying or preventing a change in control of the Company.

EFFECT OF CERTAIN CHARTER AND BYLAW PROVISIONS

The Company's Certificate of Incorporation and Bylaws contain certain
provisions that could discourage potential takeover attempts and make attempts
by the Company's stockholders to change management more difficult. Such
provisions include the requirement that the Company's stockholders follow an
advance notification procedure for certain stockholder nominations of
candidates for the Board of Directors of the Company (the "Board") and for new
business to be conducted at any meeting of the stockholders. In addition, the
Certificate of Incorporation allows the Board to issue up to 5,000,000 shares
of preferred stock and to fix the rights, privileges and preferences of those
shares without any further vote or action by the stockholders. The rights of
the holders of Common Stock will be subject to, and may be adversely affected
by, the rights of the holders of any preferred shares that may be issued by
the Company in the future. While the Company has no present intention to issue
any shares of preferred stock, any such issuance could have the effect of
making it more difficult for a third party to acquire a majority of the
outstanding voting stock of the Company. In addition, the Company is subject
to certain anti-takeover provisions of the Delaware General Corporation Law
("DGCL"), which could have the effect of discouraging, delaying or preventing
a change of control of the Company.

VOLATILITY OF STOCK PRICE AND ABSENCE OF DIVIDENDS

The public trading market for Common Stock was first established after the
Company's initial public offering in September 1996. Between the date of the
Company's initial public offering and August 13, 1997, the market price of
Common Stock has traded at a high of $33.13 per share and a low of $17.75 per
share. See "Price Range of Common Stock."

Future announcements concerning the Company or its competitors, including
quarterly results, innovations, new product introductions, governmental
regulation, litigation or changes in earnings estimates published by analysts
may cause the market price of Common Stock to fluctuate significantly. The
stock market has from time to time experienced extreme price and volume
fluctuations which have particularly affected the market price for many
emerging growth companies which often have been unrelated to the operating
performance or prospects of these companies. These fluctuations, as well as
general economic, political and market conditions, such as recessions or
international currency fluctuations, may adversely affect the market price of
Common Stock. There can be no assurance that the market price of Common Stock
will not decline below its present market price. The market price of Common
Stock is based upon anticipated future earnings growth. Furthermore, the
Company is reliant on a core group of key customers. Any loss of any of these
customers could be detrimental to the market price of Common Stock. See "--
Reliance on AT&T" and "--Reliance on Other Major Clients." The future market
price of Common Stock will depend on delivering results anticipated by public
investors. Any failure to meet specific expectations may have an adverse
effect on the market price of Common Stock.

15
<PAGE>

USE OF PROCEEDS

The estimated net proceeds to be received by the Company of $39.7 million,
based on the last reported sale price of the Common Stock on the New York
Stock Exchange (the "NYSE") as set forth on the cover page of this Prospectus,
will be used to fund potential acquisitions and for working capital, capital
expenditures and general corporate purposes. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations--Liquidity and
Capital Resources" and "Business--Growth Strategy." The Company is currently
considering and expects to continue to consider additional acquisitions which
may involve payments in cash or the issuance of additional shares of Common
Stock, although there are no definitive agreements, understandings or
arrangements to do so at this time. The Company will not receive any proceeds
from the sale of shares of Common Stock by the Selling Stockholders.

Pending application of the net proceeds as described above, the Company
intends to invest the net proceeds in short-term, interest-bearing investment
grade securities.

DIVIDEND POLICY

The Company currently intends to retain future earnings to finance its
growth and development and therefore does not anticipate paying any cash
dividends in the foreseeable future. Payment of any future dividends will
depend upon the future earnings and capital requirements of the Company and
other factors which the Board considers appropriate.

PRICE RANGE OF COMMON STOCK

The Common Stock is traded in the U.S. on the NYSE under the symbol "SNC."
At June 30, 1997, there were approximately 77 holders of record of Common
Stock, and the Company believes there were approximately 3,075 beneficial
owners of the Common Stock. The following table sets forth, for the fiscal
periods indicated, the range of high and low sale prices per share of Common
Stock as reported on the NYSE.

<TABLE>
<CAPTION>
HIGH LOW
------ ------
<S> <C> <C>
1996
----
3rd Quarter (From September 24, 1996)......................... $21.75 $17.75
4th Quarter................................................... 29.38 18.63
1997
----
1st Quarter................................................... $33.13 $23.50
2nd Quarter................................................... 28.00 19.50
3rd Quarter (Through August 13, 1997)......................... 32.00 23.88
</TABLE>

On August 13, 1997, the closing sale price of the Common Stock on the NYSE
was $28.50 per share.

16
<PAGE>

CAPITALIZATION

The following table sets forth the combined capitalization of the Company,
based on the Supplemental Financial Statements found elsewhere in this
Prospectus, (i) as of June 30, 1997 and (ii) as of June 30, 1997 as adjusted
to reflect (a) the issuance of and the use of the estimated net proceeds from
the sale of 1,500,000 shares of Common Stock by the Company (at an assumed
public offering price equal to the recent last reported sale price of the
Common Stock on the NYSE set forth on the cover page of this Prospectus and
after deduction of underwriting discounts and estimated offering expenses),
(b) the proceeds from the exercise of 850,000 options by certain Selling
Stockholders, and (c) the retirement of stock formerly held in treasury by
American List. See "Use of Proceeds." This table should be read in conjunction
with the Company's Supplemental Financial Statements and notes thereto
appearing elsewhere in the Prospectus.

<TABLE>
<CAPTION>
AS OF JUNE 30, 1997
--------------------
ACTUAL AS ADJUSTED
------- -----------
(IN THOUSANDS)
<S> <C> <C>
Cash and equivalents.................................. $38,869 $ 92,974
======= ========
Current maturities of long-term debt.................. $ 2,112 $ 2,112
======= ========
Long-term debt and obligations under capital
leases(1)............................................ $16,361 $ 16,361
Equity(2):
Preferred stock, $.001 par value per share,
5,000,000 shares authorized, none issued and
outstanding, actual and as adjusted................ -- --
Common Stock, $.001 par value per share, 120,000,000
shares authorized, actual and as adjusted;
46,057,078 shares issued and 45,994,378
outstanding, actual; and 48,344,378 shares issued
and outstanding, as adjusted....................... 46 48
Additional paid-in capital.......................... 66,516 119,293
Retained earnings................................... 5,161 5,161
Treasury stock, at cost............................. (1,326) --
Unrealized gains on marketable securities........... 4 4
Cumulative translation adjustment................... 134 134
------- --------
Total equity....................................... 70,535 124,640
------- --------
Total capitalization.............................. $86,896 $141,001
======= ========
</TABLE>
- --------
(1) Includes approximately $1.2 million for mandatorily redeemable preferred
stock which was subsequently redeemed.
(2) Includes 850,000 shares issuable upon exercise of outstanding options as
indicated in "Selling Stockholders." Does not include (i) 5,117,252 shares
of Common Stock issuable upon exercise of outstanding options and (ii)
2,122,562 shares of Common Stock reserved for future issuance under the
Company's 1996 Stock Incentive Plan. See "Shares Eligible for Future
Sale."

17
<PAGE>

SELECTED SUPPLEMENTAL FINANCIAL AND OPERATING DATA

In July 1997, the Company acquired American List and SCA in merger
transactions and Bounty in a share exchange transaction, each of which has
been accounted for as a pooling of interests for financial reporting purposes.
In addition, in January 1997 and March 1997, respectively, the Company
acquired MMD and Brann in transactions accounted for as poolings of interests
for financial reporting purposes. The New Acquisitions are discussed in
"Business--General" and in Note 1 to the Supplemental Consolidated Financial
Statements of the Company contained elsewhere in this Prospectus. The
following table sets forth selected supplemental consolidated financial data
of the Company as of and for each of the years in the five year period ended
December 31, 1996, and for the six month periods ended June 30, 1996 and June
30, 1997, after giving effect to the New Acquisitions. The table below gives
effect to all of the New Acquisitions, as if they had occurred on January 1 of
each period presented. Generally accepted accounting principles prohibit
giving effect to a consummated business combination accounted for by the
pooling of interests method in financial statements that do not include the
date of consummation. These supplemental consolidated financial statements do
not extend through the dates of the consummation of the acquisitions of
American List, SCA and Bounty; however, they will become the historical
consolidated financial statements of the Company upon the filing of its
financial statements which cover the dates of the acquisitions of American
List, SCA and Bounty. The table also sets forth unaudited pro forma income
statement data for each of the years in the five year period ended December
31, 1996, and for the six month periods ended June 30, 1996 and June 30, 1997,
which gives pro forma effect to federal, state and city income taxes as if all
the combined operations of the Company were subject to such taxes for all
periods presented. The income statement data for each of the years in the
three year period ended December 31, 1996 and the balance sheet data as of
December 31, 1996 and December 31, 1995 are derived from the audited
Supplemental Consolidated Financial Statements of the Company. All other
income statement and balance sheet data presented are derived from unaudited
Supplemental Consolidated Financial Statements of the Company and in the
opinion of the management of the Company include all adjustments, consisting
of normal and recurring adjustments, which are necessary to present fairly the
combined results of operations and financial position of the Company for each
period presented. The following selected supplemental financial data should be
read in conjunction with the Supplemental Consolidated Financial Statements
and notes thereto included elsewhere in this Prospectus.

Table on following page

18
<PAGE>

<TABLE>
<CAPTION>
FOR THE SIX MONTHS
FOR THE YEARS ENDED DECEMBER 31, ENDED JUNE 30,
----------------------------------------------------- --------------------
1992 1993 1994 1995 1996 1996 1997
----------- ----------- ----------- -------- -------- -------- -----------
(UNAUDITED) (UNAUDITED) (UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT
DATA:(1)(2)
Revenues............... $22,430 $38,594 $105,146 $169,642 $235,811 $106,341 $132,630
Operating Expenses:
Cost of services....... 9,911 20,874 61,177 106,993 161,387 73,303 86,862
Selling, general and
administrative
expenses.............. 5,465 7,789 21,076 30,960 48,116 21,768 28,035
Compensation to
stockholders.......... 955 1,381 4,169 7,709 2,223 906 --
Acquisition costs(3)... -- -- -- -- -- -- 16,181
------- ------- -------- -------- -------- -------- --------
Income from
operations............ 6,099 8,550 18,724 23,980 24,085 10,364 1,552
Interest expense, net.. 107 75 936 1,569 2,084 1,469 85
------- ------- -------- -------- -------- -------- --------
Income before taxes and
extraordinary item.... 5,992 8,475 17,788 22,411 22,001 8,895 1,467
Income tax provision .. 2,244 2,975 5,405 6,101 5,603 2,003 5,734
------- ------- -------- -------- -------- -------- --------
Income (loss) before
extraordinary item.... 3,748 5,500 12,383 16,310 16,398 6,892 (4,267)
Extraordinary item(4).. -- -- -- -- (1,215) -- --
------- ------- -------- -------- -------- -------- --------
Net income (loss)...... $ 3,748 $ 5,500 $ 12,383 $ 16,310 $ 15,183 $ 6,892 $ (4,267)
======= ======= ======== ======== ======== ======== ========
Unaudited:
Pro forma net income
(loss)(5)............. $ 3,758 $ 5,170 $ 10,717 $ 13,813 $ 11,464 $ 5,126 $ (4,875)
======= ======= ======== ======== ======== ======== ========
Pro forma fully diluted
net income (loss) per
share(6).............. $ 0.10 $ 0.14 $ 0.27 $ 0.33 $ 0.27 $ 0.12 $ (0.11)
======= ======= ======== ======== ======== ======== ========
Pro forma net income
before extraordinary
item and excluding
non-recurring
acquisition costs(5).. $ 3,758 $ 5,170 $ 10,717 $ 13,813 $ 12,679 $ 5,126 $ 10,557
======= ======= ======== ======== ======== ======== ========
Pro forma fully diluted
net income per share
before extraordinary
item and excluding
non-recurring
acquisition costs(6).. $ 0.10 $ 0.14 $ 0.27 $ 0.33 $ 0.30 $ 0.12 $ 0.23
======= ======= ======== ======== ======== ======== ========
Shares used in
computing pro forma
fully diluted per
share amounts(6)...... 37,557 37,557 39,928 41,531 42,913 41,228 45,518
<CAPTION>
AS OF DECEMBER 31, AS OF
----------------------------------------------------- JUNE 30,
1992 1993 1994 1995 1996 1997
----------- ----------- ----------- -------- -------- ----------- ---
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEET
DATA:(1)(2)
Total assets........... $17,539 $25,278 $ 61,439 $ 90,608 $149,261 $157,507
Long-term debt(7)...... 3,234 2,638 15,584 29,354 28,796 16,361
Total equity .......... 8,967 10,740 19,133 21,225 63,474 70,535
</TABLE>

Footnotes on following page

19
<PAGE>

(1) Prior to the consummation on September 24, 1996 of the Reorganization in
which the Company acquired all of the limited partnership interests in the
Partnership and all of the issued and outstanding stock of the corporate
general partner, SMS, the operations of the Company were conducted through
the Partnership. The Partnership was owned 63.85% by SMS and 36.15% by the
limited partners. The Reorganization resulted in the stockholders of SMS
exchanging 100% of their SMS stock for Common Stock simultaneously with
the limited partners exchanging their limited partner interests in the
Partnership for Common Stock. After the Reorganization, the Company owned
100% of the stock of SMS and, directly and indirectly through its
ownership of SMS, 100% of the interest of the Partnership. Because of the
continuity of ownership, the Reorganization was accounted for by combining
the assets, liabilities, and operations of SMS, the Partnership and the
Company at their historical cost basis. Accordingly, for the periods prior
to the Reorganization, the income statement and balance sheet data include
a combination of the accounts of SMS and the Partnership.

(2) On January 25, 1994, Brann acquired all of the issued and outstanding
common stock of Brann Limited in a transaction accounted for as a
purchase, while on August 24, 1995, Bounty acquired all of the outstanding
common stock of Bounty Limited in a transaction accounted for as a
purchase. Accordingly, financial data for Brann is included only for
periods from January 26, 1994, and financial data for Bounty is included
only for periods from August 25, 1995.

(3) These costs are directly related to the acquisitions of MMD in January
1997 and Brann in March 1997. They include primarily banking fees, other
professional service fees, certain United Kingdom excise and transfer
taxes, as well as a non-cash charge of $9.1 million related to the
accelerated vesting of options held by Brann employees. Net income and net
income per share for the six months ended June 30, 1997, exclusive of
these acquisition costs was $10.6 million and $0.23 per share,
respectively. The Company anticipates that it will record approximately
$16.8 million (before tax) in acquisition costs in the quarter ending
September 30, 1997 that are related to the acquisitions of American List,
SCA and Bounty in July 1997.

(4) An extraordinary item was recorded in conjunction with the early
redemption of subordinated debentures which were due to related parties.
The extraordinary item is net of a $0.8 million tax benefit and consists
of prepayment penalties and the write-off of unamortized discount and debt
issuance cost. Pro forma fully diluted net income before extraordinary
item per share was $0.30 for the year ended December 31, 1996.

(5) Prior to the Reorganization and the New Acquisitions, the Company, MMD
and, since January 1, 1995, SCA's principal operations were not subject to
federal or state corporate income taxes. In addition, both Brann and
Bounty are foreign subsidiaries, subject to different statutory income tax
rates. The pro forma provision for income taxes is calculated using a
combined federal and state tax rate of 39.8% for 1994, 38.4% for 1995,
42.4% for 1996 and 42.4% and 40.2% for the six months ended 1996 and 1997,
respectively, as if the Company, MMD and SCA had been taxable C
corporations for each of the periods presented.

(7) Includes manditorily redeemable preferred stock of $4.6 million, $4.6
million, $6.3 million and $1.2 million at December 31, 1994, December 31,
1995, December 31, 1996 and June 30, 1997, respectively. In October 1995
and January 1994, Bounty and Brann, respectively, issued fixed cumulative
mandatorily redeemable preferred stock. The preferred stock does not carry
voting rights unless dividends are in arrears, which has not occurred, and
is not convertible into common stock. Accordingly, the preferred stock is
classified as long-term debt. The Bounty and Brann preferred stock was
redeemed in July 1997 and March 1997, respectively.

20
<PAGE>

SELECTED FINANCIAL AND OPERATING DATA

In January 1997 and March 1997, respectively, the Company acquired MMD in a
merger transaction and Brann in a share exchange transaction, each of which
was accounted for as a pooling of interests for accounting and financial
reporting purposes. The MMD and Brann acquisitions are further discussed in
"Business--General" and in Note 1 to the Consolidated Financial Statements of
the Company contained elsewhere in this Prospectus. The following table sets
forth selected consolidated financial data of the Company as of and for each
of the years in the five year period ended December 31, 1996 and the six month
periods ended June 30, 1996 and June 30, 1997, after giving effect to the MMD
and Brann acquisitions. The table below gives effect to the MMD and Brann
acquisitions as if they had occurred on January 1 of each period presented.
The table also sets forth unaudited pro forma income statement data for each
of the years in the five year period ended December 31, 1996 and for the six
month periods ended June 30, 1996 and June 30, 1997, which gives pro forma
effect to federal, state and city income taxes as if all operations of the
Company, MMD and Brann were subject to such taxes for all periods presented.
The income statement data for each of the years in the three year period ended
December 31, 1996 and the balance sheet data as of December 31, 1995 and
December 31, 1996 are derived from the audited Consolidated Financial
Statements of the Company. All other income statement and balance sheet data
presented are derived from unaudited Consolidated Financial Statements of the
Company and in the opinion of the management of the Company include all
adjustments, consisting of normal and recurring adjustments, which are
necessary to present fairly the results of operations and financial position
of the Company for each period presented. The following selected financial
data should be read in conjunction with the Consolidated Financial Statements
and notes thereto included elsewhere in this Prospectus.

<TABLE>
<CAPTION>
FOR THE
SIX MONTHS ENDED
FOR THE YEARS ENDED DECEMBER 31, JUNE 30,
------------------------------------------------- ----------------
1992 1993 1994 1995 1996 1996 1997
----------- ----------- ------- -------- -------- ------- --------
(UNAUDITED) (UNAUDITED) (UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DA-
TA:(1)(2)
Revenues............... $8,196 $22,168 $80,429 $132,801 $185,440 $84,755 $103,533
Operating expenses:
Cost of services....... 5,443 16,460 53,219 93,824 139,359 63,681 73,786
Selling, general and
administrative
expenses.............. 1,326 3,083 15,754 21,721 33,739 15,019 19,276
Compensation to
stockholders.......... 955 1,382 3,009 7,034 1,548 906 --
Acquisition costs(3)... -- -- -- -- -- -- 16,181
------ ------- ------- -------- -------- ------- --------
Income (loss) from
operations............ 472 1,243 8,447 10,222 10,794 5,149 (5,710)
Interest expense
(income), net......... 380 278 1,168 1,455 1,152 940 (473)
------ ------- ------- -------- -------- ------- --------
Income (loss) before
taxes and
extraordinary item.... 92 965 7,279 8,767 9,642 4,209 (5,237)
Income tax provision... 39 88 1,465 1,572 1,412 86 3,791
------ ------- ------- -------- -------- ------- --------
Income (loss) before
extraordinary item.... 53 877 5,814 7,195 8,230 4,123 (9,028)
Extraordinary item(4).. -- -- -- -- (1,215) -- --
------ ------- ------- -------- -------- ------- --------
Net income (loss)...... $ 53 $ 877 $ 5,814 $ 7,195 $ 7,015 $ 4,123 $ (9,028)
====== ======= ======= ======== ======== ======= ========
Unaudited:
Pro forma net income
(loss)(5)............. $ 63 $ 547 $ 4,191 $ 5,193 $ 4,134 $ 2,335 $ (9,028)
====== ======= ======= ======== ======== ======= ========
Pro forma fully diluted
net income (loss) per
share(6).............. $ 0.00 $ 0.02 $ 0.13 $ 0.16 $ 0.12 $ 0.07 $ (0.24)
====== ======= ======= ======== ======== ======= ========
Pro forma net income
before extraordinary
item and excluding
non-recurring
acquisition costs(5).. $ 63 $ 547 $ 4,191 $ 5,193 $ 5,349 $ 2,335 $ 6,403
====== ======= ======= ======== ======== ======= ========
Pro forma fully diluted
net income per share
before extraordinary
item and excluding
non-recurring
acquisition costs..... $ 0.00 $ 0.02 $ 0.13 $ 0.16 $ 0.16 $ 0.07 $ 0.17
====== ======= ======= ======== ======== ======= ========
Shares used in
computing pro forma
fully diluted per
share amounts(6)...... 29,466 30,821 33,163 33,163 34,535 33,163 37,544
</TABLE>

Table continued on following page

21
<PAGE>

<TABLE>
<CAPTION>
AS OF DECEMBER 31,
---------------------------------------------------- AS OF JUNE 30,
1992 1993 1994 1995 1996 1997
----------- ----------- ----------- ------- -------- --------------
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DA-
TA:(1)(2)
Total assets........... $ 3,990 $ 8,378 $ 9,880 $47,549 $104,594 $103,039
Long-term debt(7)...... 3,234 2,638 2,068 16,661 13,153 1,134
Total equity
(deficit)............. (3,042) (2,241) 663 4,870 50,097 57,587
</TABLE>
- --------
(1) Prior to the consummation on September 24, 1996 of the Reorganization in
which the Company acquired all of the limited partnership interests in the
Partnership and all of the issued and outstanding stock of the
Partnership's corporate general partner, SMS, the operations of the
Company were conducted through the Partnership. The Partnership was owned
63.85% by SMS and 36.15% by the limited partners. The Reorganization
resulted in the stockholders of SMS exchanging 100% of their SMS stock for
Common Stock simultaneously with the limited partners exchanging their
limited partner interests in the Partnership for Common Stock. After the
Reorganization, the Company owns 100% of the stock of SMS and, directly
and indirectly through its ownership of SMS, 100% of the interests of the
Partnership. Because of the continuity of ownership, the Reorganization
was accounted for by combining the assets, liabilities and operations of
SMS, the Partnership and the Company at their historical cost basis.
Accordingly, for the periods prior to the Reorganization, the income
statement and balance sheet data include a combination of the accounts of
SMS and the Partnership.

(2) On January 25, 1994, Brann acquired all of the issued and outstanding
common stock of Brann Limited in a transaction accounted for as a
purchase. Accordingly, financial data for Brann is included only for
periods from January 26, 1994.

(3) These costs are directly related to the acquisitions of MMD in January
1997 and Brann in March 1997. These costs include primarily banking fees,
other professional service fees, certain United Kingdom excise and
transfer taxes, as well as a non-cash charge of $9.1 million related to
the accelerated vesting of options held by Brann employees.

(4) An extraordinary item was recorded in conjunction with the early
redemption of the subordinated debentures due to related parties. The
extraordinary item is net of a $0.8 million tax benefit and consists of
prepayment penalties and the write-off of amortized discount and debt
issuance costs. Pro forma fully diluted net income before extraordinary
item per share was $0.16 for the year ended December 31, 1996.

(5) Prior to the Reorganization and the acquisitions of MMD and Brann, the
Company and MMD's principal operations were not subject to federal or
state corporate income taxes. In addition, Brann is a foreign subsidiary
subject to different statutory income tax rates. A pro forma provision for
income taxes is calculated for the five years in the period ending
December 31, 1996 and the six months ended June 30, 1996 using a combined
federal and state tax rate of 39.6% for the Company, 44.9% for MMD and
33.0% for Brann, as if the Company and MMD had been taxable C corporations
for each of the periods presented. The tax provision for the six months
ended June 30, 1997 represents the Company's actual tax provision.

22
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

The Company was incorporated in June 1996 in Delaware to be the holding
company for Snyder Communications, L.P. (the "Partnership"), a limited
partnership established in 1988, in which Snyder Marketing Services, Inc.
("SMS") was the general partner and U.S. News & World Report, L.P. ("USN") and
certain other investors were limited partners. As a part of a reorganization
(the "Reorganization") effected in connection with the Company's initial
public offering, all of the limited partnership interests in the Partnership,
as well as all shares of stock in SMS, were exchanged for shares of the
Company's Common Stock.

The following discussion of the Company's results of operations and of its
liquidity and capital resources is based upon the Company's Supplemental
Consolidated Financial Statements which have been retroactively restated to
give effect to the MMD and Brann acquisitions as well as the acquisitions of
American List, SCA and Bounty acquisitions. Although generally accepted
accounting principles prohibit giving effect to consummated business
combinations accounted for by the pooling of interests method in financial
statements that do not include the date of consummation, the Supplemental
Consolidated Financial Statements will become the historical financial
statements of the Company after financial statements as of and for a period
subsequent to the completion of the acquisitions are issued. The following
discussion should be read in conjunction with the Selected Supplemental
Financial and Operating Data of the Company and the Supplemental Consolidated
Financial Statements of the Company and related notes thereto included
elsewhere in this Prospectus.

OVERVIEW

The Company has grown significantly, both internally and through
acquisitions. The Company has completed six strategic acquisitions since
January 1, 1997. The Company's strategy is to facilitate the growth of its
acquirees with improved sales and marketing resources and to integrate the
sales and marketing efforts of its acquirees with those of other operating
groups within the Company. The Company expects that the synergies created will
increase its opportunities and strengthen customer relationships. The Company
has not attempted to integrate the infrastructures of its acquirees and does
not expect to incur material costs to integrate its acquirees' operations in
the future.

. The Company established its Medical Services group through the acquisition
of MMD in January 1997 in a merger transaction, which was accounted for as
a pooling of interests for financial reporting purposes. MMD provides
outsourced medical sales and marketing services and has over 1,200
detailing representatives conducting sales and marketing programs for some
of the world's premier pharmaceutical companies. In the acquisition, the
Company issued 1,354,500 shares of Common Stock for all of the issued and
outstanding shares of capital stock of MMD. The total consideration paid in
connection with the acquisition was valued at approximately $35.4 million.

. The Company established its International Services group in March 1997
through the acquisition of Brann in a share exchange, which was accounted
for as a pooling of interests for financial reporting purposes. Brann is a
leading provider of complete marketing solutions in the United Kingdom, and
it offers a full range of creative, telemarketing and database services to
over 70 companies, government agencies and charitable organizations. In the
acquisition, the Company issued 2,350,152 shares of Common Stock and
389,730 options to purchase shares of Common Stock, in exchange for all of
the issued and outstanding ordinary shares and options to purchase ordinary
shares of Brann, respectively. In addition, all of Brann's outstanding
redeemable preferred stock, valued at approximately $5.0 million including
accrued dividends through March 21, 1997, was redeemed for cash. The total
consideration paid in connection with the acquisition was valued at
approximately $77.8 million.

. The Company expanded its data delivery service capabilities and established
its Data Delivery Services group in July 1997 through its acquisition of
American List in a merger transaction, which was accounted for as a pooling
of interests for financial reporting purposes. American List develops,
maintains and markets some of the largest and most comprehensive databases
of high school, college, and pre-school through

23
<PAGE>

junior high school students in the United States. In the acquisition, the
Company issued 5,032,322 shares of Common Stock for all of the issued and
outstanding shares of capital stock of American List. The total
consideration paid in connection with the acquisition was valued at
approximately $132.1 million.

. The Company expanded its Media and Sampling Services group through three
acquisitions. In July 1997, the Company acquired SCA and Bounty in separate
transactions, each of which was accounted for as a pooling of interests for
financial reporting purposes. SCA is a U.S. provider of targeted product
sampling programs for packaged goods manufacturers, with distribution
channels that include over 150,000 separate locations reaching primary and
secondary schools, daycare/preschool centers, colleges and immigrant
organizations. In the acquisition, the Company issued 1,549,172 shares of
Common Stock for all of the issued and outstanding shares of capital stock
of SCA. The total consideration paid in connection with the acquisition was
valued at approximately $38.6 million. Bounty is a U.K.-based provider of
targeted product sampling services and proprietary health-oriented
publications to expectant mothers, new mothers and parents of toddlers in
the U.K. and Ireland. In the acquisition, the Company issued 1,483,240
shares of Common Stock for all of the issued and outstanding shares of
capital stock of Bounty and redeemed all of Bounty's outstanding long-term
debt, including mandatorily redeemable preferred stock, for cash in an
amount equal to approximately $11.7 million. The total consideration paid
in connection with the acquisition was valued at approximately $50.6
million. The Company also acquired, for approximately $4.2 million in cash,
in January 1997 Good Neighbor Direct, Inc. ("Good Neighbor"), which
provides marketing services through information centers located in
approximately 7,000 retail outlets throughout the United States.

RESULTS OF OPERATIONS

In the Direct Services group, revenues from field sales and teleservices are
based on both the number of accepted customers and the type of services sold.
The Company typically receives a fixed dollar amount per customer. Revenues
related to such sales are recognized on the date that the application for
service is accepted by the Company's clients. In the Media and Sampling
Services group, the Company is paid by sponsors of its WallBoard(R)
information displays and sample packs in installments, generally quarterly or
semiannually, over the term of the contract under which services are rendered,
which is generally one year or less. In the Medical Services group, revenues
are based on the number of presentations made to physicians. The Company
typically receives a fixed dollar amount per presentation, and revenues are
recognized as presentations are made. In the International Services group,
revenues are recognized when services are completed in accordance with the
terms of the contracts. In the Data Delivery Services group, revenues are
recognized upon shipment of lists to customers for a one-time usage.

Cost of services consists of all costs specifically associated with client
programs, such as salary, commissions and benefits paid to personnel,
including senior executive officers associated with specific service groups,
inventory, payments to third-party vendors and systems and other support
facilities specifically associated with client programs.

Selling, general and administrative expense is primarily comprised of costs
associated with the Company's centralized staff functions, such as financial,
accounting, human resources and personnel costs of senior executive officers
not specifically associated with any single service group.

24
<PAGE>

The following sets forth, for the periods indicated, certain components of
the Company's supplemental income statement data, including such data as a
percentage of revenues. Pro forma net income includes a provision for income
taxes as if all operations of the Company had been taxed as a C corporation
for all periods presented.

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31, FOR THE SIX MONTHS ENDED JUNE 30,
----------------------------------------------- -------------------------------------
1994 1995 1996 1996 1997
-------------- -------------- --------------- -------------------------------------
(UNAUDITED)
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues................ $105,146 100.0% $169,642 100.0% $235,811 100.0% $ 106,341 100.0% $ 132,630 100.0%
Operating expenses:
Cost of services....... 61,177 58.2 106,993 63.1 161,387 68.4 73,303 68.9 86,862 65.5
Selling, general and
administrative ex-
penses................ 21,076 20.0 30,960 18.3 48,116 20.4 21,768 20.5 28,035 21.1
Compensation to stock-
holders............... 4,169 4.0 7,709 4.5 2,223 1.0 906 0.9 -- --
Acquisition costs...... -- -- -- -- -- -- -- -- 16,181 12.2
-------- ----- -------- ----- -------- ----- --------- ------ --------- ------
Income from operations.. 18,724 17.8 23,980 14.1 24,085 10.2 10,364 9.7 1,552 1.2
Interest expense, net... 936 0.9 1,569 0.9 2,084 0.9 1,469 1.4 85 0.1
Income tax provision.... 5,405 5.1 6,101 3.6 5,603 2.4 2,003 1.8 5,734 4.3
-------- ----- -------- ----- -------- ----- --------- ------ --------- ------
Income (loss) before
extraordinary item..... 12,383 11.8 16,310 9.6 16,398 6.9 6,892 6.5 (4,267) (3.2)
Extraordinary item...... -- -- -- -- (1,215) (0.5) -- -- -- --
-------- ----- -------- ----- -------- ----- --------- ------ --------- ------
Net income (loss)....... $ 12,383 11.8% $ 16,310 9.6% $ 15,183 6.4% $ 6,892 6.5% $ (4,267) (3.2)%
======== ===== ======== ===== ======== ===== ========= ====== ========= ======
Pro forma net income
(loss)................. $ 10,717 10.2% $ 13,813 8.1% $ 11,464 4.9% $ 5,126 4.8% $ (4,875) (3.7)%
======== ===== ======== ===== ======== ===== ========= ====== ========= ======
Pro forma net income
before extraordinary
item and excluding non-
recurring acquisition
costs.................. $ 10,717 10.2% $ 13,813 8.1% $ 12,679 5.4% $ 5,126 4.8% $ 10,557 8.0%
======== ===== ======== ===== ======== ===== ========= ====== ========= ======
</TABLE>

Six Months Ended June 30, 1997 Compared to Six Months Ended June 30, 1996

Revenues. Revenues increased $26.3 million, or 24.7%, from $106.3 million in
the six months ended June 30, 1996 to $132.6 million in the six months ended
June 30, 1997. The increase in revenues was due principally to increased sales
volumes in the Direct Services, Medical Services and Media and Sampling
Services groups. Revenues increased in the Direct Services group primarily as
a result of increased sales related to the AT&T consumer contract. Increased
revenues in the Medical Services group resulted primarily from the
commencement of services under a new contract, as well as two contracts which
were fully operational during the six months ended June 30, 1997, but for
which services began in March 1996 and July 1996. Revenues in the Media and
Sampling Services group increased due primarily to the growth in sampling
programs and to a lesser extent from the Good Neighbor information centers
which were acquired in a purchase transaction in January 1997. The Company
introduced 15 new sampling programs during the six months ended June 30, 1997,
for a total of 48 sampling programs.

Cost of Services. Cost of services increased $13.6 million, or 18.6%, from
$73.3 million in the six months ended June 30, 1996 to $86.9 million in the
six months ended June 30, 1997. Cost of services as a percentage of revenues
decreased from 68.9% in the six months ended June 30, 1996 to 65.5% in the six
months ended June 30, 1997. Cost of services as a percentage of revenues
decreased because the additional management and client support personnel
employed during 1996 were able to support increased client services in 1997,
and because of the recognition of deferred revenue, which had no associated
costs, upon termination of the MCI contract.

Selling, General and Administrative Expenses. Selling, general and
administrative expenses combined with compensation to stockholders increased
$5.3 million, or 23.4%, from $22.7 million in the six months ended June 30,
1996 to $28.0 million in the six months ended June 30, 1997. Selling, general
and administrative expenses combined with compensation to stockholders as a
percentage of revenues was 21.1% in the six months ended

25
<PAGE>

June 30, 1997 compared to 21.4% in the six months ended June 30, 1996. The
increase in selling, general and administrative expenses is due primarily to
additional personnel expenses. During 1996, the Company established human
resources and information systems departments and expanded its finance
department.

Acquisition Costs. The Company recorded $16.2 million in non-recurring
acquisition costs during the six months ended June 30, 1997. These costs are
directly related to the acquisitions of MMD in January 1997 and Brann in March
1997. They include primarily banking fees, other professional services fees,
certain United Kingdom excise and transfer taxes, as well as a non-cash charge
of approximately $9.1 million related to the accelerated vesting of options
held by Brann employees.

Interest Expense, Net. Net interest expense decreased $1.4 million, from
$1.5 million in the six months ended June 30, 1996 to $0.1 million in the six
months ended June 30, 1997. Interest expense decreased $0.7 million, from $1.8
million in the six months ended June 30, 1997 to $1.1 million in the six
months ended June 30, 1997 due primarily to the repayment in full of the
subordinated debentures due to related parties in October 1996 with proceeds
from the initial public offering in September 1996. Interest income increased
$0.7 million, from $0.4 million in the six months ended June 30, 1996 to $1.1
million in the six months ended June 30, 1997 due to the interest received on
the proceeds remaining from the initial public offering.

Income Tax Provision. The Company recorded a $5.7 million tax provision for
the six months ended June 30, 1997, consisting of a $6.5 million provision for
the $17.6 million in income from recurring operations less interest expense,
and a $0.7 million benefit from the $16.2 million of non-recurring acquisition
costs. The Company's effective tax rate for the six months ended June 30, 1997
differs from the Federal statutory rate due primarily to the non-deductibility
of certain of the acquisition costs and state income taxes. Pro forma net
income discussed below includes a provision for income taxes as if all
operations of the Company had been taxed as a C corporation for the first six
months of 1996 and 1997.

Pro Forma Net Income (Loss). Pro forma net income (loss) decreased $10.0
million, or 196%, from net income of $5.1 million for the six months ended
June 30, 1996 to a net loss of $4.9 million for the six months ended June 30,
1997, due to the $16.2 million in non-recurring acquisition costs. Pro forma
net income before extraordinary item and excluding non-recurring acquisition
costs increased $5.5 million, or 108%, from $5.1 million for the six months
ended June 30, 1996 to $10.6 million for the six months ended June 30, 1997
due primarily to the decrease in cost of services as a percentage of revenues.

1996 Compared to 1995

Revenues. Revenues increased $66.2 million, or 39.0%, from $169.6 million in
1995 to $235.8 million in 1996. The increase in revenues was principally due
to increased sales volumes in the Direct Services and Media and Sampling
Services groups, and to a lesser extent to increased pharmaceutical detailing
fees in the Medical Services group. The increase in revenues and sales volumes
in the Direct Services group corresponds with the increase during 1995 and
1996 in the number of sales offices, the number of field sales personnel, and
the number of teleservices representatives. Revenues in the Media and Sampling
Services group increased due mainly to Bounty's sampling programs which began
in August 1995 when Bounty acquired all of the outstanding common stock of
Bounty Limited in a purchase transaction. Revenues in the Medical Services
group increased due primarily to increased revenues per pharmaceutical
detailing presentation under three large contracts in 1996.

Cost of Services. Cost of services increased $54.4 million, or 50.8%, from
$107.0 million in 1995 to $161.4 million in 1996. Cost of services as a
percentage of revenues increased from 63.1% to 68.4% due primarily to an
increase in personnel costs. Additional management and client support
personnel were employed to handle the continued growth and expanded operations
throughout the Company. The number of managers and ratio of managers to sales
representatives increased to further improve the quality and oversight of the
services provided. Additional recruiting costs were incurred during 1996 to
attract the additional management and client support personnel.

26
<PAGE>

Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased $17.1 million, or 55.2%, from $31.0 million
in 1995 to $48.1 million in 1996. Selling, general and administrative expense
as a percentage of revenues increased from 18.3% in 1995 to 20.4% in 1996.
Substantially all of the increase in selling, general and administrative
expenses as a percentage of revenues is due to additional personnel and
corporate expenses incurred to support the growth of the Company. The increase
in payroll and payroll related expenses accounted for the majority of the
total increase in selling, general and administrative expenses. The Company
employed additional senior executives and corporate personnel in 1996 to support
the continued expansion of its services. Prior to 1996, the Company did not have
established human resources or information systems departments. Also during
1996, the number of personnel in the finance department increased significantly.

Compensation to Stockholders. Compensation to stockholders decreased $5.5
million, or 71.4%, from $7.7 million in 1995 to $2.2 million in 1996.
Approximately $4.4 million of the decrease relates to compensation paid to SMS
stockholders prior to the Reorganization. Prior to the Reorganization, the
Company's operations were conducted by the Partnership. SMS, the general
partner of the Partnership, paid compensation to certain officers and
employees of the Partnership for services performed for SMS. The compensation
from SMS was in addition to the compensation that these individuals received
from the Partnership. These individuals were stockholders in both the
Partnership and SMS.

Interest Expense, Net. Net interest expense increased $0.5 million, from
$1.6 million in 1995 to $2.1 million in 1996. Interest expense increased $1.2
million, from $2.4 million in 1995 to $3.6 million in 1996 due mainly to the
$1.0 million increase in interest expense on the debt incurred by Bounty in
connection with its purchase of Bounty Limited at the end of August 1995.
Bounty incurred interest expense for only four months in 1995, but for all
twelve months in 1996. Interest income increased $0.6 million, from $0.9
million in 1995 to $1.5 million in 1996 due to an increase in the balance of
funds available for investment, primarily the proceeds from the initial public
offering in September 1996.

Income Tax Provision. The income tax provision of $5.6 million in 1996
reflects the actual income tax provisions of the previously separate companies
before their respective acquisitions by the Company. Not all of the entities
acquired were subject to income taxes prior to their respective acquisitions
by the Company. Pro forma net income discussed below includes a provision for
income taxes, as if all operations of the Company had been taxable as a C
corporation in both 1995 and 1996. For the period from January 1, 1996 until
the Reorganization on September 24, 1996, the Company had elected to be
treated for federal and certain state income tax purposes as an S corporation,
and therefore, the stockholders of the Company were taxed on their
proportionate share of the Company's taxable income, and the Company did not
have an obligation to pay income taxes. MMD and SCA were also taxed as S
corporations prior to their respective mergers with the Company.

Extraordinary Item. In October 1996, Snyder redeemed in full the
subordinated debentures and recorded an extraordinary loss of $1.2 million,
net of income taxes. The extraordinary loss consists of prepayment penalties
and the write-off of unamortized discount and debt issuance costs.

Pro Forma Net Income. Pro forma net income decreased $2.3 million, or 16.7%,
from $13.8 million in 1995 to $11.5 million in 1996 due primarily to the
increases in cost of services and selling, general and administrative expenses
as a percentage of revenues, offset by the decrease in compensation to
stockholders.

1995 Compared to 1994

Revenues. Revenues increased $64.5 million, or 61.3%, from $105.1 million in
1994 to $169.6 million in 1995. The increase in revenues is due primarily to
an increase in the volume of marketing programs in the Direct

27
<PAGE>

Services, Media and Sampling Services, and International Services groups.
Revenues in the Direct Services group increased because 1995 was the first
full year of operations for the AT&T and MCI contracts. Revenues in the Media
and Sampling Services group increased due to an increase in sampling program
revenues. Revenues in the International Services group increased due to
expanded services provided to existing clients.

Cost of Services. Cost of services increased $45.8 million, or 74.8%, from
$61.2 million in 1994 to $107.0 million in 1995. Cost of services, as a
percentage of revenues, increased from 58.2% in 1994 to 63.1% in 1995
primarily reflecting increased staffing. Direct Services began providing
teleservices in 1995 and employed 177 teleservices personnel at the end of
1995. The Company also opened additional field sales offices in 1995. The
increased number of teleservices, field and pharmaceutical representatives
resulted in an increase in the number of supervisors and managers employed.

Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased $9.9 million, or 46.9%, from $21.1 million
in 1994 to $31.0 million in 1995 due primarily to additional administrative
personnel and related corporate expenses associated with the Company's growth.
Selling, general and administrative expenses, as a percentage of revenues,
decreased from 20.0% in 1994 to 18.3% in 1995, reflecting a moderately
increased corporate overhead expense being spread over a larger base of
revenues.

Compensation to Stockholders. Compensation to stockholders increased $3.5
million, or 83.3%, from $4.2 million in 1994 to $7.7 million in 1995 primarily
due to the $4.4 million paid to certain officers and employees of the
Partnership for services performed for SMS prior to the Reorganization,
partially offset by a decrease of $0.9 million in the compensation paid in
1995 to the stockholders of MMD and SCA.

Interest Expense, Net. Net interest expense increased $0.6 million, from
$0.9 million in 1994 to $1.6 million in 1995. Interest expense increased $1.0
million, from $1.4 million in 1994 to $2.4 million in 1995 due primarily to
interest expense related to the subordinated debentures which were issued in
May 1995 and the interest on the debt incurred by Bounty in connection with
its purchase transaction in August 1995. Interest income increased $0.4
million, from $0.5 million in 1994 to $0.9 million in 1995 due primarily to an
increase in interest rates and a greater amount of funds available for
investment.

Income Tax Provision. The income tax provision of $6.1 million in 1995
reflects the actual income tax provisions of the previously separate companies
before their respective acquisitions by the Company. Not all of the entities
acquired were subject to income taxes prior to their respective acquisitions
by the Company. Pro forma net income discussed below includes a provision for
income taxes as if all operations of the Company had been taxable as a C
corporation in both 1994 and 1995.

Pro Forma Net Income. Pro forma net income increased $3.1 million, or 29.0%,
from $10.7 million in 1994 to $13.8 million in 1995. The increase in pro forma
net income that was attributed to the significant growth in revenues and the
controlled overhead expenditures was offset by the increase in cost of
services and compensation to stockholders.

LIQUIDITY AND CAPITAL RESOURCES

At June 30, 1997, the Company had $38.9 million in cash and equivalents.
Cash and equivalents decreased $21.1 million during the six months ended June
30, 1997, due primarily to the $13.9 million used by financing activities and
the $12.1 million used by investing activities offset by the $4.0 million
provided by operating activities. The cash used for financing activities
includes $8.7 million for the repayment of debt, $5.8 million in payments of
dividends and distributions to stockholders of the acquired entities prior to
their respective acquisitions by the Company, and $1.3 million used to acquire
treasury shares, offset by $7.2 million in proceeds from the exercise of
options. The cash used for investing activities includes $8.4 million for the
purchase of property and equipment and the $4.2 million in cash paid for the
purchase of Good Neighbor, offset by $0.5 million from the sale of marketable
securities.

28
<PAGE>

The Company's operations have provided positive cash flows in each of the
three years ended December 31, 1996. The cash flows provided by operations
have increased in each of the three years ended December 31, 1996 consistent
with the increase in revenues. The Company used $7.9 million for the purchase
of property and equipment in 1996 to expand its infrastructure to handle its
increased operations.

The Company experienced significant growth during 1996 and expects to
continue to grow through both internal expansion and complementary
acquisitions. The Company expects that it will spend approximately $11.5
million for capital expenditures during 1997 primarily for the expansion of its
facilities and the upgrading of its systems, of which it has spent $8.4 million
through June 30, 1997. The Company believes that its cash and equivalents, as
well as the cash provided by operations, will be sufficient to fund its current
operations and planned capital expenditures. To the extent that the
consideration paid for future acquisitions does not include securities of the
Company, acquisitions will initially be financed using excess cash and
equivalents, but depending on the amount necessary to complete an acquisition,
additional financing may be required. The Company expects to record
approximately $16.8 million in acquisition costs during the quarter ending
September 30, 1997 which are related to the acquisitions of American List, SCA
and Bounty.

The Company is subject to the impact of foreign currency fluctuations,
specifically that of the British pound. To date, changes in the British pound
exchange rate have not had a material impact on the Company's liquidity or
results of operations. The Company continually evaluates its exposure to
exchange rate risk but does not currently hedge such risk.

NEW ACCOUNTING PRONOUNCEMENTS

In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128 ("SFAS 128") "Earnings Per Share".
This statement is effective for years ending after December 15, 1997 and will
be implemented by Snyder in its December 31, 1997 financial statements. SFAS
128 requires primary earnings per share ("EPS") to be replaced with basic EPS,
which is computed by dividing reported earnings available to common
stockholders by the weighted average number of shares outstanding without
consideration of common stock equivalents or other potentially dilutive
securities. Fully diluted EPS, now called diluted EPS, is still included. The
Company adopted its stock option plan and began offering stock options in
September 1996. Because the stock options were outstanding for only a short
period of time in 1996, the Company does not expect the implementation of SFAS
128 to have a material impact on its calculation of basic EPS. However, in
future years, when the options are outstanding for the entire year, the
Company expects basic EPS will be higher than they would have been under the
existing EPS standard.

In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130, "Reporting Comprehensive Income"
("SFAS 130"). This statement is effective for years ending after December 15,
1997 and will be implemented by the Company in its December 31, 1997 financial
statements. SFAS 130 establishes standards for reporting and display of
comprehensive income and its components in a full set of general-purpose
financial statements. Management is currently evaluating the impact of SFAS
130.

29
<PAGE>

BUSINESS

GENERAL

The Company is a rapidly growing international provider of complete
marketing solutions primarily to Fortune 500 companies that outsource elements
of their global sales and marketing efforts. The Company integrates its
various capabilities, including its proprietary distribution channels, into
innovative, value-added marketing programs that supplement its clients' sales
and marketing activities. The Company identifies high-value consumer segments;
designs and implements marketing programs to reach them; initiates and closes
sales on behalf of its clients; and provides customer care and retention
services. The Company's resources include proprietary databases of targeted
consumers and small businesses, database management services, proprietary
product sampling programs and publications, sponsored information displays in
proprietary locations, marketing program consultants, field sales and
marketing representatives, inbound and outbound teleservice representatives,
and direct mail and fulfillment capabilities. By expanding the range of its
capabilities, its specialized distribution channels and its geographic
presence, the Company seeks to provide a single source for its clients'
outsourced sales and marketing needs.

The Company's revenues, exclusive of acquisitions, in 1995 and 1996 were
$42.9 million and $82.8 million, respectively. The Company's consolidated
revenues, restated to include revenues from the New Acquisitions for all
reported periods, increased from $169.6 million in 1995 to $235.8 million in
1996, and from $106.3 million in the first six months of 1996 to $132.6
million in the first six months of 1997. To date, substantially all of the
Company's revenues have been generated from operations in the U.S. and U.K.

In order to broaden the range of services it provides to its clients and to
expand geographically, since January 1, 1997, the Company has made the six
acquisitions described below. To complement and supplement its existing
management depth, the Company retained the key members of management of each
of the acquired companies.

. In January, the Company established its Medical Services group through the
acquisition of MMD, which provides outsourced medical sales and marketing
services and has over 1,200 detailing representatives conducting sales and
marketing programs for some of the world's premier pharmaceutical companies.
The acquisition of MMD not only affords the Company's preexisting clients
the services of MMD's detailing representatives but also expands the
Company's business relationships within the pharmaceutical industry.

. In March, the Company established its International Services group through
the acquisition of Brann, a leading provider of complete marketing solutions
in the U.K., offering a full range of creative, telemarketing and database
services to over 70 companies, government agencies and charitable
organizations. The acquisition of Brann significantly strengthens the
Company's presence in the U.K. The Company believes that Brann's
infrastructure, existing client relationships and position as a leading
provider of complete marketing solutions in the U.K. provide the Company
with the opportunity to significantly expand its relationships with existing
multinational clients and to attract new European-based and multinational
clients.

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. In July, the Company expanded its data delivery service capabilities and
established its Data Delivery Services group through the acquisition of
American List, which develops, maintains and markets some of the largest and
most comprehensive databases of high school, college, and pre-school through
junior high school students in the United States. The databases currently
contain information on more than 30 million individuals. The Company expects
that access to American List's proprietary databases, in addition to the
Company's existing database, will augment the Company's ability to market
products and services on behalf of the Company's clients to targeted
customers and will enable the Company to offer additional marketing services
to the existing customers of American List.

. In July, the Company expanded its Media Sampling and Services group through
the acquisitions of SCA and Bounty. SCA is a U.S. provider of targeted
product sampling programs for packaged goods manufacturers, with
distribution channels that include over 150,000 separate locations reaching
primary and secondary schools, daycare/preschool centers, colleges and
immigrant organizations. Bounty is a U.K.-based provider of targeted product
sampling services and proprietary health-oriented publications to expectant
mothers, new mothers and parents of toddlers in the U.K. and Ireland.
Through its programs, the Company estimates, based on census data, that it
reaches approximately 95% of all new parents in the U.K. Similarly, the
Company estimates that over 92% of all new parents in the U.K. affirmatively
request to be included in Bounty's proprietary database to allow them to
receive additional products and literature which are relevant to new
parents. The Company believes that SCA's and Bounty's services and products
will complement its existing product sampling programs and that the
acquisition of Bounty, along with that of Brann, positions the Company for
continued growth in Europe. The Company also expanded its Media and Sampling
Services group through the acquisition of Good Neighbor in January. Good
Neighbor is a provider of marketing services through information centers
located in approximately 7,000 retail outlets throughout the United States,
thereby increasing the Company's information display locations to over
30,000.

MARKETING OPPORTUNITIES

The Company believes that it is well-positioned to capitalize on the
following five dynamic social and commercial trends: (1) the outsourcing of
marketing and sales functions, (2) changes in demographics, (3) changes in the
regulatory environment, (4) globalization and (5) increased demand for direct
marketing services in the U.K. and Europe.

Outsourcing. In recent years, more corporations have integrated outsourcers
into their overall marketing strategies. The Company believes that, as more
corporations adopt capital saving strategies and focus on their core
competencies, the demand for outsourced marketing services will increase. The
Company believes that it is well-positioned to capitalize on the continued
momentum of the corporate trend toward outsourcing. The Company also perceives
that corporations value service providers who can provide them with a wide
range of services, thereby lowering transaction costs. The Company believes
that its recent acquisitions increase its competitive position by, among other
things, expanding the type and scope of services the Company can offer its
clients.

Changes in Demographics. The Company believes that it is well-positioned to
take advantage of two demographic trends in the United States. First, multi-
cultural populations are growing much more rapidly than the overall
population. According to population projections prepared by the U.S. Bureau of
the Census which are based in part on 1990 census data ("Census Bureau
Population Projection"), there were approximately 9.7 million Asian/Pacific
Islanders living in the United States during 1996 and that group is expected
to grow approximately 57% by the year 2010. In 1996, there were approximately
27.8 million Hispanics living in the United States and that group is expected
to grow approximately 48% by the year 2010 according to the Census Bureau
Population Projection. In contrast, the total population in the United States
is expected to grow approximately 12% by the year 2010 according to the Census
Bureau Population Projection. The Company has designed a marketing strategy
for its Direct Services group which uses bilingual field sales and
teleservices representatives to reach the rapidly growing multi-cultural
populations. Second, according to the Census Bureau Population Projection, in
1996 there were approximately 69.2 million people who were 50 years or older
in the

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United States. The 50 years and older age group is the fastest growing age
group in the United States, and it is projected to grow by approximately 39%
through the year 2010 according to the Census Bureau Population Projection. A
number of the Company's marketing programs are designed to target this
population sector. The Company's demographic marketing database includes
valuable data about aging baby boomers and other potential customers in this
population sector that will assist the Company in designing marketing programs
to reach the 50 years and older age group.

Changes in the Regulatory Environment--Deregulation. The Company believes
that there is a trend towards deregulation of industry in the U.S. and the
U.K. A typical result of deregulation is increased competition as companies
seek to acquire market share. Deregulation often finds companies with less
developed internal sales capabilities than are needed in the changing
competitive environment. For example, telecommunications companies now
actively compete for market share and market new services in markets newly
opened by deregulation in that industry. Similarly, the more recent
deregulation of the U.S. gas and electric utilities industries presents
opportunities for companies in those industries to market their products
directly to consumers who, historically, have had no choices among gas and
electric service providers. The Company believes that, with its ability to
provide integrated targeted marketing solutions, it is well-positioned to
service the needs of firms which, as a result of deregulation, need rapidly
implemented, sophisticated marketing capability. The Company believes that it
is not only well-positioned to take advantage of the current deregulatory
climate, but that it is also capable of responding to and benefitting from
changing regulatory conditions. For example, the Company believes that the
increased pace at which pharmaceuticals are approved will increase the number
of products available to physicians and thereby increase the demand for the
Company's medical detailing services.

Globalization. The vast majority of the Company's significant clients are
companies that have international operations. The Company believes that these
and other multinational companies will seek to do business with companies that
can provide sales and marketing solutions that span national boundaries. The
Company believes that its recent acquisitions of Brann and Bounty
significantly increase its ability to provide sales and marketing solutions to
multinational clients.

Increased Demand for Direct Marketing Services in the U.K. and
Europe. Direct marketing activities, such as direct mail and teleservices, are
not as prevalent in the U.K. and Europe as they are in the United States. The
Company believes that there will be strong growth in the demand for direct
marketing services in both the U.K. and Europe during the next few years. The
Company believes that its existing U.K. infrastructure and capabilities along
with the Company's direct marketing experience will enable the Company to
capitalize on this demand.

GROWTH STRATEGY

In order to capitalize on these social and commercial trends and continue
its growth, the Company plans to broaden the range of services offered to
existing and future clients, expand its geographic presence and pursue
strategic acquisitions.

Broaden Range of Services and Leverage Client Base. The Company intends to
continue its growth by providing a broader range of services to its existing
clients. Through its recent acquisitions and internal growth, the Company has
significantly increased the types of services and the range of targeted
marketing channels that the Company can offer its clients. The Company is
actively leveraging its demonstrated success on behalf of existing clients by
offering such clients additional Company services. The Company also believes
it can more successfully attract new clients as a result of its increased
capabilities.

Expand Geographic Presence. The Company intends to continue expanding the
geographic markets in which it provides services. Many of the Company's
existing and potential clients are large companies that market products
globally. Developing an expanded geographic market reach will enable the
Company to offer single-source solutions for its clients' global outsourced
sales and marketing needs. In furtherance of this strategy, the

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Company's recent acquisitions of Brann and Bounty significantly enhanced the
Company's presence in the U.K. In addition, the Company believes that
expansion into and operating in foreign markets gives the Company an
understanding of local markets and cultures which is essential for designing
global sales and marketing programs. The Company expects that its further
geographic expansion will be accomplished by performing services for existing
clients in new geographic markets and by acquiring companies that perform
services in new geographic markets similar to those already provided by the
Company.

Pursue Strategic Acquisitions. The Company intends to continue its growth
through strategic acquisitions. The Company expects to pursue acquisition
opportunities that give the Company additional proprietary channels of
distribution to important demographic segments, offer complementary services
or replicate the Company's existing marketing capabilities in unserved
geographic markets. The Company believes that the fragmentation in the
marketing services industry provides opportunities for the Company to
selectively pursue complementary domestic and international acquisitions.
Although there are no definitive agreements, understandings or arrangements at
this time, the Company continually evaluates acquisition opportunities.

The Company also seeks growth in order to obtain the benefits of economies
of scale. In certain of the Company's service groups, such as Media and
Sampling Services and Data Delivery Services, a high proportion of the
Company's costs is fixed. The Company believes it will realize improved profit
margins by spreading these costs over a larger revenue base. The Company
anticipates that its existing infrastructure in these groups can accommodate
additional clients and additional services.

MARKETING PROGRAMS

The Company's marketing programs utilize the resources of one or more of the
Company's five service groups, depending on the client's needs. The Company's
five service groups are: Direct Services, Media and Sampling Services, Medical
Services, Data Delivery Services and International Services.

DIRECT SERVICES. The Direct Services group uses field sales and teleservices
to obtain customers for the Company's clients. Historically, such programs
have been directed primarily at multi-cultural residential and small business
customers.

Field Sales. Using field sales (face-to-face) and event marketing, the
Company's field sales representatives make face-to-face contact with potential
customers at the customers' homes or offices and at local cultural events.
Field sales representatives who are targeting consumer residential customers
focus their sales efforts on event marketing, mainly at fairs, festivals and
shopping malls. Field sales representatives who are targeting business
customers typically call on small businesses either on a "cold call" basis or,
increasingly, from leads generated by the Company's direct mail or
telemarketing efforts. The productivity of the field sales representatives is
enhanced by the fact that they generally live in the area in which they are
soliciting business. The Company's field sales representatives currently
market in 32 different languages and well over half of the Company's Direct
Services field sales representatives are bilingual. As of June 30, 1997, the
Company had over 1,600 field sales representatives working in its Direct
Services group in 32 offices in 10 states.

Teleservices. Prospective customers may also be contacted by telephone. The
Company's teleservices associates operating within the Direct Services group,
all of whom are bilingual, use an internally prepared sales script to market
the client's products or services. Teleservices associates in the Company's
U.S. call centers use a computerized call management system that employs
state-of-the-art call routing and predictive dialing technologies. As of June
30, 1997, the Company had a total of 389 call stations and approximately 500
teleservices associates in the United States.

The Direct Services group provides services for a number of clients,
including, listed alphabetically, AT&T, Enron and Foundation Health. These
clients illustrate the breadth of products and services for which the Company
provides targeted marketing services. The Company markets long-distance
telecommunications

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services on behalf of AT&T, natural gas and electrical supply services on
behalf of Enron and membership in certain managed health care plans for
Foundation Health. The Company's contracts with its Direct Services clients
are typically multi-year contracts, with certain early termination rights,
under which the Company is paid only for successful performance. The Company's
principal contracts in the Direct Services group limit the ability of the
Company to, or prevent the Company from, working for the clients' competitors
during the term of the contract and, in some cases, for a defined period after
termination.

AT&T is a significant client for the Direct Services group, accounting for
21% of the Company's 1996 revenues. Under the Company's original direct sales
contract with AT&T, the Company provides field sales and teleservices for
AT&T's Foreign-Origin Consumer Market. This contract runs through December
1997, subject to AT&T's right to seek to renew the contract upon terms
mutually agreeable to AT&T and the Company.

AT&T enjoys certain exclusivity rights under this contract with respect to
the Foreign-Origin Consumer Market. During the term of the contract, the
Company cannot, for any other long-distance telecommunications company, target
the Foreign-Origin Consumer Market by (i) creating or distributing customized
application brochures to be inserted in the publications in which such
brochures are placed by the Company on behalf of AT&T or (ii) offering
programs similar to those offered to AT&T under the contract. In addition,
during the term of the contract, if the Company wishes to institute any other
marketing program that involves long distance telecommunications services
targeted to the Foreign-Origin Consumer Market, AT&T has an exclusive 45-day
period in which to negotiate with the Company with respect to such program.
Until 30 days following termination of the contract, the Company can neither
provide, nor enter into negotiations or discussions to provide, customer
acquisition services for long distance telecommunications services targeted to
the Foreign-Origin Consumer Market for any other telecommunications company.

The Company also provides field sales and teleservices for AT&T's U.S.
residential customers who are not part of the Foreign-Origin Consumer Market
(the "Domestic Consumer Market"). The Company's arrangement with AT&T relating
to the Domestic Consumer Market is not currently reflected in a written
contract. The Company has provided services to the Domestic Consumer Market
since September 1995. AT&T compensates the Company based upon the types of
customers enrolled by the Company and certain other criteria with respect to
the enrolled customers.

In December 1996, the Company entered into a two-year contract to provide
"turn-key" marketing services to AT&T to acquire new business customers for
AT&T. Under this contract, the Company assists AT&T in obtaining small and
medium-sized business customers for its long distance, Intralata (long
distance service within one area code), toll-free and calling card services.
The new AT&T contract runs through December 31, 1998, and is subject to
automatic renewal for an additional year unless either the Company or AT&T
gives 90 days prior written notice of its intention not to renew. In addition,
during the term of the agreement the Company cannot market products
competitive with the products it markets on behalf of AT&T to the markets and
in the areas it markets on behalf of AT&T. Concurrently with entering into the
new contract with AT&T, the Company terminated its contract with MCI, under
which it provided marketing and sales services to MCI targeting small business
customers.

MEDIA AND SAMPLING SERVICES. The Media and Sampling Services group uses
WallBoard(R) and other information displays, proprietary sample pack
distribution channels and proprietary publications to reach potentially high-
value market segments at the time that the target customers are most likely to
use the products.

Information Displays. WallBoards(R) are framed information and advertisement
displays that are mounted on a wall. WallBoards(R) present educational,
editorial and product information targeted to specific user groups. They are
located in areas where the targeted customers are likely to be waiting for a
service, such as the offices of specialty health-care providers, child-care
centers and corporate airport terminals. Most of the Company's WallBoards(R)
are strategically located to provide information to targeted consumers at a
time when the customers are likely to be interested in receiving information
and trying new products. Each WallBoard(R) location is

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available only to the Company under a two- or three-year exclusive agreement,
with automatic renewal provisions. WallBoard(R) locations provide the
WallBoard(R) free of charge because of its perceived benefit to the targeted
audience. Two examples of the Company's WallBoard(R) information displays are
the Heart Health WallBoard(R), which targets cardiology patients, and the Your
Kids WallBoard(R), which targets working parents. Sponsors of the Company's
WallBoard(R) information displays include, alphabetically, Gerber, Hoechst
Marion Roussel, Kellogg and Quaker Oats. Each of the WallBoard(R) sponsors has
"category exclusivity" for their product in their program.

To enhance the editorial quality of its WallBoards(R), the Company has also
established alliances with associations that specialize in the targeted areas,
such as the American Heart Association, the National Child Care Association,
the Arthritis Foundation and the Children's National Medical Center. As of
June 30, 1997, there were 14 different WallBoard(R) programs displayed in
approximately 23,000 locations throughout the United States.

The Company believes that its experience with WallBoards(R) will allow it to
expand Bounty's Hospital Poster Service. The Hospital Poster Service offers
retailers advertising wall space in maternity hospitals throughout the U.K.

As a result of its acquisition of Good Neighbor, the Company has expanded
its marketing services capacity to include information centers in
approximately 7,000 retail outlets. The Good Neighbor information centers are
displays which include pockets for take-one literature, tear off pads for the
distribution of rebate offers and recipes, mini-posters which contain consumer
information and commercial messages, and free ad cards for individuals to
offer products or services.

Sample Packs. Sample packs are small cardboard boxes containing a variety of
sample products, coupons and literature. They are given away free in areas
where targeted customers are frequently present, such as fitness centers,
child-care centers and the offices of specialty health-care providers.
Participating locations sign a two- or three-year exclusivity agreement
stating that the pack will be the only sampling program allowed at the
location during that time. Similar to WallBoards(R), sample packs distribute
products and information to targeted customers at a time when they are usually
most interested in trying new products. Three examples of the Company's sample
pack programs are the New Member Pack, which is distributed at fitness
centers, the Diabetes Pack, which is distributed to diabetes patients by
specialty health-care providers, and the Arthritis Pack, which is distributed
to arthritis patients by specialty health-care providers.

As with its WallBoard(R) programs, the Company is able to leverage its
alliances with leading associations, such as the American Diabetes
Association, which has permitted the Company to print the association's logo
on the outside of the Diabetes Pack, and the Arthritis Foundation, which has
permitted the Company to print the foundation's logo on the Arthritis Pack. As
of June 30, 1997, there were seven different Company-originated sample pack
programs, and approximately 4.5 million sample packs were distributed in
Company-originated programs during 1996. Sponsors of the Company's sample
packs include, alphabetically, Kellogg, Kraft, Reckitt & Colman and
Ross/Abbott Labs.

The Company's sampling capacity was dramatically increased through the
acquisitions of SCA and Bounty. SCA provides access to a variety of target
audiences, including working mothers, teens in junior high and high school,
18-25 year old college and junior college students, African American teens,
Hispanic teens and immigrants.

During 1996, SCA used over 100 distribution centers to deliver approximately
250 million program elements, to over 150,000 locations in the U.S. SCA's
distribution channels currently include approximately 80,000 day care centers
and pre-schools, approximately 57,000 elementary schools, approximately 25,000
middle, junior and senior high schools and approximately 2,800 four-year
colleges. Collectively, the various divisions of Procter & Gamble currently
constitute the principal sponsors of SCA's programs. Other sponsors include,
alphabetically, Clorox, Helene Curtis and Lever Brothers.

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Bounty conducts three primary sampling programs: its Mother-to-Be Program,
reaching approximately 550,000 expectant mothers each year in the U.K., its
New Mother Program, reaching approximately 700,000 mothers each year within
three days of their babies' birth, and the Baby's Progress Program, reaching
approximately 500,000 mothers with babies over three months old. Approximately
270 part-time distributors distribute sample packs to the expectant mothers
and new mothers, with revenues based on the number of samples packed and
distributed. Sponsors of Bounty's programs include, alphabetically, Cow & Gate
Nutricia, H.J. Heinz, Johnson & Johnson and Procter & Gamble.

The marketing value of Bounty's program is enhanced by long-term marketing
contracts with the hospitals in which it operates. These contracts give Bounty
distributors the opportunity to personally call on each new mother at the
hospital, hand each new mother a sample pack and obtain marketing data from
each new mother.

As a part of its programs, the Company offers sponsors the opportunity to
have category exclusivity within its sampling programs. Sponsors often elect
to obtain category exclusivity.

Proprietary Publications. To enhance the value of sample packs to
recipients, as well as to provide an additional source of revenue to the
Company and an additional means of collecting data, the Company also includes
proprietary literature in its sample packs and on WallBoards(R). The
proprietary literature contains information, coupons and advertisements
relevant to the targeted consumer market.

As a part of multiple-client, theme-based sample packs, SCA distributes
proprietary literature designed for the targeted consumer group that receives
each sample pack. These digest-sized booklets or magazines contain consumer-
relevant articles in addition to coupons and advertisements. The publications
are distributed as a part of programs targeting high school teens each spring
and fall, working mothers close to Mothers Day, elementary school parents each
spring and fall, Hispanic elementary school parents each spring and fall, and
college students each fall.

Bounty also distributes proprietary publications as a part of its sampling
program. The Company publishes four titles: The Bounty Pregnancy Guide, The
Bounty First Baby & Shoppers Guide, The Bounty Baby Care Guide and The Bounty
Infant Health and Feeding Guide. In addition, the Company publishes hospital
information booklets on behalf of nearly 200 maternity hospitals for
distribution to expectant mothers. The publications are funded through
advertisements and are distributed free of charge.

MEDICAL SERVICES. The Medical Services group currently consists of the
business operations acquired in the acquisition of MMD. The Medical Services
group uses field sales to obtain customers for the Company's pharmaceutical
clients through a process known as "detailing."

Pharmaceutical detailing entails a presentation to a physician by a field
representative, during which the features and benefits of a drug are discussed
and product literature and samples are provided to the physician. The Company
focuses its direct detailing and selling on physicians, pharmacists and long-
term care facilities. As of June 30, 1997, the Medical Services group used the
services of over 1,200 field representatives located throughout the United
States who operate as independent contractors and are typically paid based on
"completed calls." A completed call is generally defined as a face-to-face
meeting by a field representative with a physician. At any particular time,
each field representative typically details one or more pharmaceutical
products for one client. The Company seeks to hire individuals with medical or
scientific backgrounds as its field representatives. More specifically, most
of the field representatives have experience in sales of pharmaceutical
products. In addition, each field representative undergoes specialized
training before providing detailing services on behalf of clients in order to
familiarize himself or herself with the products being detailed. The Medical
Services group also employs field managers located throughout the United
States. As of June 30, 1997, the Medical Services group employed 85 field
managers.

The Company's contracts for its Medical Services range from six months to
three years in duration, and many are subject to termination by the client
upon 60 days prior notice. Generally, each Medical Services client

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contract provides for the detailing of between one and three pharmaceutical
products. Such contracts provide for payment based on each completed call by a
field representative.

Bristol Myers Squibb is the principal client of the Medical Services group.
MMD has performed medical detailing services for Bristol Myers Squibb since
1993. The current contract runs through December 1999, subject at that time to
the option of Bristol Myers Squibb to extend the term for an additional three
years. The agreement is subject to termination by Bristol Myers Squibb at any
time upon 60 days prior notice.

DATA DELIVERY SERVICES. The Data Delivery Services group develops and
maintains demographic marketing databases that include data on approximately
48 million individuals and two million small businesses in the United States.
Because the Data Delivery Services group's databases are owned by the Company,
it is able to utilize the databases for multiple client contracts and at
various purchase points in a customer's life cycle. The databases have been
used to support the Direct Services group's marketing efforts.

The Data Delivery Services group was established and the Company's data
delivery services were significantly expanded through the acquisition of
American List in July 1997. American List has compiled databases of more than
30 million individuals in the U.S. and markets lists of high school students,
college students, pre-school through junior high school students, young adults
and religiously and ethnically distinct individuals. The primary customers of
such lists are list brokers, advertising agencies and end users employing
direct mail and telemarketing advertising campaigns. The Company's pre-
existing database of more than 18 million names, which was developed by the
Direct Services group, is now being managed by the Data Delivery Services
group.

The Company's acquisition of Bounty added another new capability to the Data
Delivery Services group. Using the contacts with new mothers in its sampling
programs as a base, Bounty has constructed a database which it estimates
covers over 92% of all new mothers in the U.K. Though the database contains
approximately 4.3 million records, Bounty has not yet attempted to widely
market the database to outside parties. The Company believes that by using its
experience in marketing valuable database assets it will be able to profitably
commercialize the Bounty database. While Bounty has granted category
exclusivity to certain users of its database, such as Procter & Gamble, the
database can be used to market other products to new mothers. For example, the
Company believes that Brann's existing clients in the automotive and financial
services industries could benefit from access to Bounty's database.

INTERNATIONAL SERVICES. The International Services group consists primarily
of contracts and infrastructure acquired in connection with the acquisition of
Brann. As of June 30, 1997, approximately 880 employees and representatives
were working in the International Services group. The International Services
group provides marketing services to over 70 companies, government agencies
and charitable organizations, including, alphabetically, Barclays Bank,
Imperial Cancer Research Fund, Microsoft, Royal Mail and Zurich Municipal.

The Company's International Services group provides a variety of targeted
marketing services for its clients. The International Services group seeks to
provide its clients with marketing services throughout the marketing cycle,
from marketing campaign development through implementation. These services are
identified by five functional areas, which are utilized to varying degrees
depending on the client's need: consulting services, creative services,
database management, teleservices and printed communications.

The consulting services unit's goal is to become a partner in the direct
marketing and customer development process of the International Services
group's clients. The consulting services unit provides a wide variety of
strategic, planning and management services, including creating strategic
marketing plans, analyzing market information, defining target audiences,
planning and purchasing media campaigns, and managing marketing campaigns. The
creative services unit develops in conjunction with the client the ideas and
content to execute the client's marketing campaign. The creative services
unit's activities for a particular client might include the creation and
execution of a direct mail campaign, the creation of insert or door drop
pieces, the development of

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sales literature, videos or media advertising, or the development of new media
applications, such as web sites and CD-ROMs.

The database management unit builds and runs customer information systems,
databases and direct marketing systems for the Company's International
Services clients on dedicated computer hardware housed in the Company's
International Services facilities. Approximately 100 employees work in
database management. These databases have been used to support the Company's
marketing efforts and to deliver direct mail pieces to targeted markets. With
respect to direct mailings, the Company assumes responsibility for the
editorial content and graphic design of the direct mail pieces, arranges for
the mailings to be printed, executes the direct mail campaign and handles
inbound responses to the mailings through its teleservices facilities. The
responses to the direct mailings are input into the Company's demographic
marketing database and provide leads for field sales and teleservices
representatives.

The Company's 200-work station call center in Bristol, England provides
teleservices for its International Services clients. There are approximately
280 teleservices employees in the International Services group, of which 96
are full-time and 184 are part-time, giving a total full-time equivalent work
force of 121 employees. During 1996, and based on 1996 revenues, approximately
65% of such services involved inbound teleservices, and 35% involved outbound
teleservices. In contrast to the Direct Services teleservices unit, the
International Services teleservices unit focuses more on customer assistance
and follow-up than customer acquisition. The printed communications unit
supports the marketing efforts of the International Services group through its
printing capabilities. Less than half of the direct mail pieces, inserts,
sales literature and other printed material developed by the International
Services group is printed by the printed communications unit; the remaining
material is printed either by outside vendors or the group's clients.

The International Services group has also developed new marketing and
database analysis products in response to client demands. Its database
analysis software permits the management and analysis of client's marketing
and customer databases in a desktop environment.

COMPETITION

The industry in which the Company operates is very competitive and highly
fragmented. The Company competes with other outsourced marketing services
firms. Many of the other firms offer a limited number of services within a
limited geographic area, but there are several participants whose businesses
tend to be national or international and offer a broad array of marketing
services. The competitors include, listed alphabetically, Abacus Direct, CUC
International, Ogilvy & Mather Direct, Quintiles Transnational, Sitel, WWAV
Rapp Collins and Wunderman Cato Johnson. In addition, Bounty and the
International Services group face competition from a large number of European
firms. The Company believes that certain competitors may have capabilities and
resources comparable to and in certain respects greater than those of the
Company. The Company also competes with the internal marketing capabilities of
its clients and potential clients as well as with providers of other forms of
advertising and marketing media, such as radio and television. In addition,
many of the Company's initial sources for names in its databases could also be
available to a competitor wishing to develop a data delivery business.

The Company believes that it competes primarily on the basis of its ability
to provide clients with complete marketing solutions to their sales and
marketing needs; its proprietary databases; its demonstrated ability to
attract customers; its reputation for quality; price; its geographic presence
with regard to field sales, information displays and sample packs; its
creative and consulting expertise; and its technological expertise.

SEASONALITY

Various aspects of the Company's business are subject to seasonal variation.
However, the Company believes that the seasonality of the various aspects of
its business are not coincident, such that on an aggregate basis the Company's
business is not subject to significant seasonal variation.

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REGULATION

The Company's business conducted in the U.S. is subject to various federal
and state laws and regulations. Certain portions of the Company's industry
have become subject to an increasing amount of federal and state regulation in
the past five years. The FCC rules under the Federal Telephone Consumer
Protection Act of 1991 limit the hours during which telemarketers may call
consumers and prohibit the use of automated telephone dialing equipment to
call certain telephone numbers. The TCFAPA broadly authorizes the FTC to issue
regulations prohibiting misrepresentation in telephone sales. In August 1995,
the FTC issued regulations under the TCFAPA which, among other things, require
telemarketers to make certain disclosures when soliciting sales. The Company
believes its operating procedures comply with the telephone solicitation rules
of the FCC and FTC. However, there can be no assurance that additional federal
or state legislation, or changes in regulatory implementation, would not limit
the activities of the Company or its clients in the future or significantly
increase the cost of regulatory compliance.

Third-party verification generally is not required for switches obtained in
person, such as those obtained by members of the Company's Direct Services
field sales force. The Company's training and other procedures are designed to
prevent unauthorized switching. However, as with any field sales force, the
Company cannot completely ensure that each employee will always follow the
Company's mandated procedures. Accordingly, it is possible that employees may
in some instances engage in unauthorized activities, including slamming. The
Company investigates customer complaints reported to it by its
telecommunications clients and reports the results to its clients. To the
Company's knowledge, no FCC complaint has been brought against any of its
clients as a result of the Company's services, although the Company believes
that the FCC is examining the sales activities of long distance
telecommunications providers, including the Company's clients and the
activities of outside vendors, such as the Company, used by such providers. If
any complaints were brought, the Company's client might assert that such
complaints constituted a breach of its agreement with the Company and, if
material, seek to terminate the contract. Any termination by AT&T would be
likely to have a material adverse effect upon the Company's business. If such
complaints resulted in fines being assessed against a client of the Company,
the client could seek to recover such fines from the Company. Any amounts
recovered from the Company would reduce the Company's net income.

39
<PAGE>

marketing of pharmaceuticals could make it uneconomic or infeasible for
pharmaceutical companies to market their products through medical marketing
detailers. Other changes in the regulation of the pharmaceutical industry
could also have a material adverse effect on the Medical Services group.

An act recently passed by the U.S. Congress contains restrictions on the use
and sale of lists, such as those compiled and maintained by the Company, that
the Company believes will not materially affect its business or results of
operations. As originally introduced, the bill included provisions requiring
parental consent to any sale of lists of minors. Though this consent
requirement was stricken from the act, there can be no assurance that similar
legislation will not be passed in the future at the federal or state level.
Any substantial legal restriction on the use or sale of marketing lists could
have a material adverse effect on the Company's results of operations.

EMPLOYEES

As of July 31, 1997, the Company used the services of approximately 5,100
full and part-time employees and representatives. Approximately 50 employees
in the International Services group, primarily in the International Services
print shop unit, are covered by a collective bargaining agreement with the
Graphical Paper and Media Union which expires on April 24, 1998. Except at
Brann, the Company has never experienced a work-related stoppage, and Brann
has not experienced a work-related stoppage for more than 20 years. The
Company believes its relations with its employees, both unionized and
nonunionized, are satisfactory.

PROPERTIES

The Company's corporate headquarters are located in Bethesda, Maryland in
leased facilities consisting of approximately 68,800 square feet of office
space. The term of the lease, as amended, expires in November 2002 with
respect to substantially all of the space. The Company leases approximately
35,400 square feet of office space in Rockville, Maryland, and this location
includes 329 call stations. The Company also leases facilities for the Medical
Services group in New York City, for the Data Delivery Services group in
Mineola, New York, for the Media and Sampling Services group in Glenview,
Illinois and for its field sales offices.

Bounty is headquartered in Diss, England, where it owns an office and
warehouse complex with approximately 6,000 square feet of office space and
approximately 56,000 square feet of warehouse space. Bounty also owns 3.8
acres of land next to the Diss facility, which can be used for expansion.

The International Services group, located in England, conducts its
operations principally out of three facilities in Cirencester and one facility
in Bristol. In Cirencester, the Company owns two facilities totaling
approximately 66,000 square feet which are primarily used for office space and
also as warehouse space. The

40
<PAGE>

other facility in Cirencester, which is approximately 16,000 square feet, is
leased with a term extending to June 2007, except for 2,000 square feet of
office space and a garage which are leased with terms expiring in April or
September 1998. The Bristol facility, which is 34,160 square feet, is leased
for a period expiring in September 2014, with an option to terminate upon 12
months notice by the Company in 2009.

The Company believes that its current facilities are adequate for its
current operations.

LEGAL PROCEEDINGS

From time to time, the Company is involved in litigation incidental to its
business. In the opinion of the Company, no pending or threatened litigation
of which the Company is aware has had or is expected to have a material
adverse effect on the Company's results of operations, financial condition or
liquidity.

41
<PAGE>

MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS

The following table sets forth certain information regarding the executive
officers and directors of the Company. Each of the directors serves for a term
of one year and has served on the Company's Board since 1996.

<TABLE>
<CAPTION>
NAME AGE(1) POSITION
---- ------ --------
<S> <C> <C>
Daniel M. Snyder.............. 32 Chairman of the Board of Directors and
Chief Executive Officer
Michele D. Snyder............. 35 Vice Chairman, President, Chief
Operating Officer and Director
A. Clayton Perfall............ 38 Chief Financial Officer and Director
Mortimer B. Zuckerman......... 60 Director
Fred Drasner.................. 54 Director
Philip Guarascio.............. 55 Director
Mark E. Jennings.............. 35 Director
David B. Pauken............... 35 Chief Accounting Officer
</TABLE>
- --------
(1) At August 1, 1997.

Daniel M. Snyder, Chairman of the Board and a founder of the Company, has
served as Chief Executive Officer of the Company and its predecessors since
the Company was founded in 1987, and served as President of the Company until
May 1997.

Michele D. Snyder, a founder of the Company, has been with the Company since
its inception, and currently serves as the Vice Chairman, President, Chief
Operating Officer and a director of the Company. Ms. Snyder is Mr. Snyder's
sister.

A. Clayton Perfall has served as Chief Financial Officer and a director of
the Company since September 1996. Prior to joining the Company, Mr. Perfall
spent fifteen years with Arthur Andersen. During his tenure as a partner with
Arthur Andersen, Mr. Perfall had a wide range of responsibilities within the
Washington, D.C., Baltimore, Maryland and Richmond, Virginia marketplaces,
including responsibility for the firm's Structured Finance and Financial
Products tax practice and responsibility for its Business Valuation Services
Group. Mr. Perfall was a key participant in the development of Arthur
Andersen's business strategies, the hiring of its professional staff and the
development and marketing of its services.

Mortimer B. Zuckerman, a director of the Company, has been the Chairman of
Boston Properties, Inc., a national real estate development and management
company, since 1970. He has been the Chairman of USN and Editor-in-Chief of
U.S. News & World Report since 1985, Chairman of Daily News, L.P. and Co-
Publisher of the New York Daily News since 1993, Chairman of The Atlantic
Monthly Company since 1980 and Chairman of the Board of Directors of Applied
Graphics Technologies, Inc. since April 1996.

Fred Drasner, a director of the Company, has been the Chief Executive
Officer of Daily News, L.P. and Co-Publisher of the New York Daily News since
1993, the President of USN from 1985 to February 1997 and Chief Executive
Officer of USN since 1985, the Chairman and Chief Executive Officer of Applied
Graphics Technologies, Inc. since April 1996, the Chief Executive Officer of
Applied Printing Technologies, L.P. since 1986 and the Vice-Chairman and Chief
Executive Officer of The Atlantic Monthly Company since 1986.

Philip Guarascio, a director of the Company, has been a Vice President of
General Motors since July 1994, where is he primarily responsible for
worldwide advertising resource management, managing consolidated media

42
<PAGE>

placement efforts and working with General Motors' North American Operations
vehicle divisions to increase marketing effectiveness and efficiency. Mr.
Guarascio also manages corporate image advertising activities and oversees GM
Credit Card operations. Prior to his current position, from July 1992 to July
1994, Mr. Guarascio served as General Manager of Marketing and Advertising for
General Motors' North American Operations. Mr. Guarascio joined General Motors
in 1985 after 21 years with the New York advertising agency D'Arcy, Masius,
Benton & Bowles (formerly, Benton & Bowles, Inc.). Mr. Guarascio is Chairman
Emeritus of the Advertising Council and serves on the Executive Committee of
that organization. He also serves on the boards of the Association of National
Advertisers, the Women's Sports Foundation and the Ellis Island Restoration
Commission.

Mark E. Jennings, a director of the Company, has been a Managing Partner of
Generation Partners L.P. since August 1995. Generation Partners L.P. is the
managing general partner of Generation Capital Partners L.P., a $165 million
investment partnership. Prior to August 1995, he was a Partner of Centre
Partners L.P., an investment affiliate of Lazard Freres & Co., where he had
been employed since 1987. From 1986 to 1987, Mr. Jennings was employed at
Goldman, Sachs & Co. in its Corporate Finance Department. Mr. Jennings also
serves on the boards of directors of The Johnny Rockets Group, Inc., Jeepers,
Inc., LVI Holdings, Inc., Scientific Games, Inc. and Muzak Limited
Partnership.

David B. Pauken has served as Chief Accounting Officer of the Company since
August 1996. Prior to joining the Company, from July 1984 to August 1996, Mr.
Pauken served in various capacities at Arthur Andersen, most recently as a
Senior Manager in the Washington, D.C. office. At Arthur Andersen, he was
primarily responsible for management of financial statement audits of publicly
traded companies, including Fortune 500 companies, as well as operational and
financial consulting to various entities.

BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD

The Company's Board of Directors held one meeting during 1996. Each director
of the Company (who served as such for the period during which the meeting was
held) attended the meeting of the Board held in 1996, except Messrs. Guarascio
and Jennings, who had recently been elected to the Board.

The Board currently has a standing Audit Committee and a standing
Compensation Committee.

The Audit Committee, which was established in January 1997, currently
consists of Messrs. Guarascio and Jennings. The Audit Committee is responsible
for recommending to the Board the engagement of the Company's independent
public accountants, reviewing with the independent public accountants the
audit plan and the results of each audit engagement, reviewing the
independence of the independent accounts, reviewing the range of audit and
non-audit fees, reviewing the adequacy of the Company's internal accounting
controls, and exercising oversight with respect to the Company's code of
conduct and other policies and procedures regarding adherence to legal
requirements.

In March 1997, the Board appointed a Compensation Committee consisting of
Messrs. Guarascio and Jennings. The Compensation Committee is responsible for
establishing the salaries, bonuses and other compensation of the officers of
the Company and its subsidiaries and for administering the Company's Stock
Option Plan for all employees of the Company at or above the rank of Senior
Vice President.

Messrs. Guarascio and Jennings, the only directors who are not also
employees or affiliates of the Company, each were granted options to purchase
25,000 shares of Common Stock upon their election to the Board, in lieu of
directors' fees.

43
<PAGE>

EXECUTIVE COMPENSATION

The following table summarizes the compensation paid to the Chief Executive
Officer of the Company and to each of the four other most highly compensated
executive officers of the Company (the "Named Executive Officers") with
respect to 1996. As a result of the New Acquisitions and the consequent
expansion of the Company's business, certain individuals listed below as
executive officers in 1996 are not considered executive officers of the
expanded enterprise.

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION (1) AWARDS
----------------------------------- -----------------------
OTHER SECURITIES ALL
ANNUAL UNDERLYING OTHER
SALARY BONUS COMPENSATION OPTIONS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) (#) ($)
- --------------------------- ---- -------- -------- ------------ ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Daniel M. Snyder......... 1996 $300,000 $100,000 -- -- --
Chairman and Chief
Executive Officer
Michele D. Snyder........ 1996 200,000 100,000 -- -- --
Vice Chairman, President
and Chief Operating
Officer
Terry Bateman............ 1996 175,000 125,000 -- 100,000 --
General Manager of Media
and Sampling
Mitchell N. Gershman..... 1996 142,174 50,000 -- 100,000 --
Senior Vice President of
Operations
Susan L. Marentis........ 1996 138,077 200,904 -- 75,000 --
Senior Vice President of
Marketing
</TABLE>
- --------
(1) The Company was organized in June 1996 to be the holding company for the
Partnership. Prior to the Reorganization, compensation paid to such Named
Executive Officers was paid by the Partnership. See "Certain
Transactions." The above compensation table excludes a former executive
officer of the Partnership, who was never an executive officer of the
Company.

EMPLOYMENT AGREEMENTS

The Company has entered into employment agreements with each of the
executive officers named in the Summary Compensation Table above. The
Company's employment agreements with each of Mr. Bateman, Mr. Gershman and Ms.
Marentis provide that the Company will employ each such executive officer on
an "at will" basis. The base salary for each such executive officer for 1996
was: Mr. Bateman--$175,000, Mr. Gershman-- $200,000, and Ms. Marentis--
$150,000. The employment agreements between the Company and Mr. Bateman, Mr.
Gershman and Ms. Marentis also provide for incentive bonuses based on
attaining specific performance criteria. These agreements also include a non-
competition commitment during the term of the agreement and for a period of 18
months after termination of the agreement and contain non-solicitation of
employee provisions and assignment of work product agreements. In addition,
the Company agreed to grant to each such executive officer non-qualified stock
options to acquire Common Stock.

The Company also has entered into employment agreements with Mr. Snyder and
Ms. Snyder, which became effective in September 1996 and are for a term of
three years, unless sooner terminated as provided in the agreements. The
agreements provide that the 1996 base salaries for Mr. Snyder and for Ms.
Snyder were $300,000 and $200,000, respectively. Each of the agreements with
Mr. Snyder and Ms. Snyder also provides for an incentive bonus based on
attaining performance criteria to be established by the Compensation Committee
or the Board, and includes a non-competition commitment during the term of the
agreement, a confidentiality commitment, a non-solicitation of employee
provision, and an assignment of work product agreement.

44
<PAGE>

The Company also has entered into employment agreements with each of its
other executive officers. These agreements generally include certain non-
competition agreements, confidentiality commitments, non-solicitation of
employee provisions and assignment of work product agreements.

STOCK OPTION GRANTS IN 1996

The following table sets forth information concerning all stock options
granted during 1996 to the Named Executive Officers. No stock options were
awarded to Mr. Snyder or Ms. Snyder during 1996. As of June 30, 1997, the
Company had not granted any stock appreciation rights or restricted stock
awards. None of the Named Executive Officers exercised any options during
1996.
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE
VALUE AT
ASSUMED
ANNUAL
RATES OF STOCK
PRICE
APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM (4)
----------------------------------------------- ---------------------
PERCENT OF
NUMBER OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO EXERCISE OR
OPTIONS EMPLOYEES BASE PRICE EXPIRATION
GRANTED (1) IN 1996 ($/SHARE) (2) DATE (3) 5% 10%
----------- ---------- ------------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Terry Bateman........... 100,000 2.4% $17.00 9/4/04 $1,069,121 $2,709,362
Mitchell N. Gershman.... 100,000 2.4 17.00 9/4/04 1,069,121 2,709,362
Susan L. Marentis....... 75,000 1.8 17.00 9/4/04 801,841 2,032,022
</TABLE>
- --------
(1) One fourth of each option vests on each of the first, second, third and
fourth anniversary of the option grant date.
(2) The exercise price may be paid in cash, in shares of Common Stock valued
at fair market value on the exercise date, or in a combination of cash and
shares.
(3) The term of each option may not exceed ten years.
(4) The hypothetical potential appreciation shown in these columns reflects
the required calculations at annual assumed appreciation rates of 5% and
10%, as set by the Securities and Exchange Commission, and therefore is
not intended to represent either historical appreciation of the Common
Stock or the Company's estimate or projection of future Common Stock
prices.

The Company was organized in June 1996 to be the holding company for the
Partnership. Prior to the Reorganization, compensation paid to such Named
Executive Officers was paid by the Partnership. See "Certain Transactions."
The above compensation table excludes a former executive officer of the
Partnership, who was never an executive officer of the Company.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Prior to March 1997, the Company's Board had not appointed a Compensation
Committee. Accordingly, during 1996, the Board was responsible for the
establishment of the general compensation policies of the Company.

Throughout 1996 and to the date of this Prospectus, Daniel M. Snyder, the
Chairman and Chief Executive Officer of the Company, and Michele D. Snyder,
the Vice Chairman, President and Chief Operating Officer of the Company, also
served as directors of the Company. A. Clayton Perfall, the Chief Financial
Officer of the Company was elected as a director of the Company in September
1996, and continues to serve as such to the date of this Prospectus. Finally,
Brian Benhaim, formerly Senior Vice President of Corporate Development, also
served as a director of the Company from September 1996 through January 1997.
Each of these executive officers absented himself or herself from all
discussions relating to, and abstained from voting on, resolutions concerning
his or her own compensation.

In addition, Mortimer B. Zuckerman and Fred Drasner also have served as
directors of the Company since September 1996. Mr. Zuckerman and Mr. Drasner
are the beneficial owners of USN, the original limited partner of the
Partnership, and beneficially own U.S. News & World Report. See "Certain
Transactions."

45
<PAGE>

CERTAIN TRANSACTIONS

The following is a description of certain transactions between the Company
and each of its directors, executive officers, entities beneficially owned by
its executive officers or directors, security holders known to the Company to
own beneficially or of record more than 5% of the outstanding Common Stock and
any family members of the foregoing.

Reorganization. The Company was organized in June 1996 to be the holding
company for the Partnership. USN, which is beneficially owned by Mortimer B.
Zuckerman and Fred Drasner, was a limited partner of the Partnership. SMS, the
Company beneficially owned in part by Daniel M. Snyder, Chairman and Chief
Executive Officer of the Company, and Michele D. Snyder, Vice Chairman,
President and Chief Operating Officer of the Company, was the corporate
general partner of the Partnership. On September 24, 1996, the Company
consummated the Reorganization, pursuant to which the Company acquired all of
the limited partnership interests of the Partnership and all of the issued and
outstanding common stock of SMS. In the Reorganization, each 1% interest in
the Partnership was exchanged, directly by the limited partners of the
Partnership or indirectly by the stockholders of SMS, for 294,584 shares of
Common Stock. In the Reorganization, 29,458,400 aggregate shares of Common
Stock were issued in exchange for 100% of the Partnership.

Prior to the Reorganization, the Partnership distributed to its partners in
one or more distributions its then cash balance, and SMS distributed to its
stockholders its then cash balance. The amount of the distributions during
1996 totaled $18.7 million, of which approximately $2.7 million was a non-cash
distribution. Such distributions were made as a return to the partners on
their respective investments and to allow them to pay their income tax
liability. The former partners of the Partnership and the former stockholders
of SMS were liable for income tax payable with respect to the Company's
operations for periods prior to the consummation of the Reorganization.

Investment in Snyder Communications, L.P. On May 18, 1995, the Partnership
Agreement of the Partnership was amended to admit certain new investors as
limited partners. Concurrently with the amendment, the Partnership entered
into the Debenture and Partnership Interest Purchase Agreement and issued to
such new investors debentures with a face amount of $6.0 million. At that
date, the new investors purchased an aggregate 3% limited partnership interest
in the Partnership and, concurrently, USN purchased an additional 3.15%
limited partnership interest in the Partnership. A portion of the proceeds
from the issuance of the debentures was distributed to USN to repay its
capital contributions in the amount of $297,773 and to repay a note to USN in
the amount of $2,606,151. Another portion of the proceeds of such issuance was
distributed to SMS and to USN in a special cash distribution in the amounts of
$1,450,000 and $1,050,000, respectively. The remaining proceeds were used for
general corporate purposes.

Related Party Lending. During 1995, SMS advanced to Gerald S. Snyder, a
former stockholder in the Company and Daniel M. Snyder's and Michele D.
Snyder's father, $2,725,000, evidenced by a non-interest bearing loan secured
by all of Gerald S. Snyder's then-owned stock in SMS. SMS distributed the
obligation, in-kind, to the stockholders of SMS, pro rata on June 30, 1996.

Services. The Company produces a WallBoard(R) sponsored by U.S. News & World
Report, a publication beneficially owned by Messrs. Zuckerman and Drasner,
directors of the Company. The agreement between USN and the Company provides
that USN will provide the Company with the use of editorial content from U.S.
News & World Report for WallBoards(R) at airports for private aircraft
nationwide in exchange for U.S. News & World Report being included as one of
the sponsors in this program. The arrangement is terminable by either party
upon 30 days notice. This WallBoards(R) program commenced in July 1995.
Revenues earned by the Company from sponsors of this WallBoards(R) program
other than U.S. News & World Report were approximately $850,000 during 1995
and $2,515,050 during 1996.

46
<PAGE>

Related Party Leases. The Company leases its Bethesda, Maryland headquarters
from a limited partnership controlled by Boston Properties, Inc., a company
that was beneficially owned by Mr. Zuckerman, a director of the Company, until
the completion of Boston Properties' initial public stock offering in July
1997. Mr. Zuckerman is Chairman of Boston Properties and continues to be the
owner of 16.4% of Boston Properties' common stock. The amounts paid to Boston
Properties during 1994, 1995 and 1996 were $355,483, $771,855 and $1,125,542,
respectively. Such space is used as the corporate headquarters for the
Company. The Company believes that the terms of the lease at the time the
lease was entered into were no less favorable than those that could be
obtained from another lessor. The Company periodically uses a corporate
airplane of a company owned by Daniel M. Snyder, the Company's Chairman and
Chief Executive Officer, at a cost of $.82 per mile. The Company believes that
such amount is no more than it would generally be charged for travel on
commercial airlines. For the six months ended June 30, 1997, payments from the
Company with respect to the airplane totaled approximately $66,000.

Service Arrangement With Applied Graphics Technologies, Inc. The Company is
currently contemplating entering into an agreement with Applied Graphics
Technologies, Inc. ("AGT") pursuant to which AGT will provide the Company with
prepress services. Prepress services from AGT may be used by the Company in
connection with WallBoards(R) advertising it is providing to USN under a
separate agreement between the Company and USN. Messrs. Zuckerman and Drasner,
directors of the Company, are the beneficial owners of USN and of
approximately 62.5% of the common stock of AGT. In addition, Mr. Zuckerman is
the Chairman of USN, Editor-in-Chief of U.S. News & World Report, and Chairman
of the Board of Directors of AGT, and Mr. Drasner is the Chief Executive
Officer of USN and Chairman and Chief Executive Officer and a director of AGT.

47
<PAGE>

PRINCIPAL STOCKHOLDERS

The following table sets forth certain information known to the Company
regarding the beneficial ownership of shares of Common Stock as of June 30,
1997, and as adjusted to reflect the sale of the shares of Common Stock in the
Offerings, by (a) all persons who beneficially own 5% or more of the
outstanding stock, (b) each of the Company's directors, (c) each of the Named
Executive Officers and (d) all directors and executive officers as a group. If
the over-allotment options are exercised, it is currently expected that C.E.,
LLC ("C.E."), a limited liability company of which Michele D. Snyder is the
beneficial owner, and USN College Marketing, L.P. ("College Marketing"), a
limited partnership of which Mortimer B. Zuckerman, the MBZ Trust of 1996 and
Fred Drasner are the beneficial owners, will participate as Over-Allotment
Selling Stockholders.

<TABLE>
<CAPTION>
SHARES BENEFICIALLY SHARES BENEFICIALLY
OWNED PRIOR TO THE OWNED AFTER THE
OFFERINGS(2) OFFERINGS(2)
----------------------------------------------
NAME OF BENEFICIAL OWNER(1) NUMBER PERCENT NUMBER PERCENT
--------------------------- ------------ ---------------------- ----------
<S> <C> <C> <C> <C>
Daniel M. Snyder(3)(6)........ 10,047,124 21.8% 10,047,124 20.7%
Michele D. Snyder(3)(6)....... 3,586,711 7.8 3,586,711 7.4
Mortimer B. Zuckerman and MBZ
Trust of 1996(4)............. 6,860,236 14.9 5,760,236 11.9
Fred Drasner(5)(6)............ 2,350,606 5.1 2,350,606 4.9
Philip Guarascio.............. -- -- -- --
Mark E. Jennings.............. 4,600 * 4,600 *
A. Clayton Perfall(7)......... 250,000 * -- --
Terry Bateman(7).............. 29,600 * 29,600 *
Mitchell N. Gershman(7)....... 29,600 * 29,600 *
Susan L. Marentis(7).......... 18,750 * 18,750 *
All directors and executive
officers as a group
(11 persons)(8).............. 23,187,427 50.3 21,837,427 45.1
</TABLE>
- --------
* Less than 1%.
(1) Unless otherwise specified, the address of each of the persons in the
table above is 6903 Rockledge Drive, 15th Floor, Bethesda, Maryland 20817.
(2) Based upon 46,110,080 shares of Common Stock outstanding before the
Offerings and 48,460,080 shares outstanding after the Offerings. Unless
otherwise indicated, each named owner has the sole voting power and
investment power over the shares set forth.
(3) Includes 3,100,000 shares held by Endowment, a limited liability company
owned by Daniel M. Snyder and Michele D. Snyder. Mr. Snyder and Ms. Snyder
share voting and investment control of the shares held by Endowment. Also
includes Ms. Snyder's beneficial ownership of 258,284 shares held by C.E.
The address of Endowment and C.E. is 6903 Rockledge Drive, 15th Floor,
Bethesda, Maryland 20817.
(4) Includes shares held by College Marketing, a limited partnership in which
a corporation is the general partner and Fred Drasner is a limited
partner. One-third of the shares of such corporate general partner are
owned by Mortimer B. Zuckerman and two-thirds of such shares are owned by
the MBZ Trust of 1996, for which an outside person acts as the Trustee.
Does not include 1,225,303 shares held by College Marketing, that are
beneficially owned by Mr. Drasner. See Note 5. Mr. Zuckerman's address is
599 Lexington Avenue, Suite 1300, New York, New York 10022. The address of
MBZ Trust of 1996 is c/o Boston Properties, 8 Arlington Street, Boston,
Massachusetts 02116. The address of College Marketing is 599 Lexington
Avenue, Suite 1300, New York, New York 10022.
(5) Consists of (i) 25,303 shares owned by Mr. Drasner in his individual
capacity and over which he exercises sole voting and investment
discretion, (ii) 1,225,303 shares beneficially owned by Mr. Drasner as a
result of his limited partnership interest in College Marketing and (iii)
1,100,000 shares beneficially owned by Mr. Drasner as a result of his
ownership of Sutton. Mr. Drasner's address is 450 West 33rd Street, New
York, New York 10001.

48
<PAGE>

(6) Concurrently with, but not conditioned upon, the completion of the
Offerings, Endowment, Sutton and Roberts intend to enter into a forward
purchase contract (the "Contract") with the Snyder STRYPES Trust, a
Delaware business trust (the "Trust"). Pursuant to the Contract each such
stockholder will be obligated to deliver to the Trust certain shares of
Common Stock owned by such stockholder, or cash with the value thereof,
three years from the date of the Contract. To the extent that the value of
the Common Stock appreciates between the date of the Contract and the sale
date, the sale requirement is reduced pursuant to a formula contained in
the Contract. Prior to any such sales, the stockholders will retain voting
and dividend rights with respect to the shares that are the subject of the
Contract. Pursuant to the Contract, Endowment may deliver up to 2,600,000
shares of Common Stock, Sutton may deliver up to 1,000,000 shares and
Roberts may deliver up to 400,000 shares in satisfaction of their
respective obligations under the Contract, assuming no exercise of the
over-allotment option in the STRYPES offering.
(7) Includes shares of Common Stock issuable upon exercise of currently
exercisable options or options exercisable within 60 days of the date of
this Prospectus.
(8) If the over-allotment options are exercised in full, the directors and
executive officers as a group will beneficially own 20,679,143 shares
(42.7%) after the Offerings.

49
<PAGE>

SELLING STOCKHOLDERS

The following tables set forth certain information regarding the beneficial
ownership of shares of Common Stock as of August 8, 1997, and as adjusted to
reflect the sale of the shares of Common Stock in the Offerings, by the
Selling Stockholders. The first table shows the number of shares beneficially
owned and offered hereby by category of Selling Stockholder and for all of the
Selling Stockholders as a group. The second table sets forth this information
in detail for each of the Selling Stockholders and for all of the Selling
Stockholders as a group. All of the Selling Stockholders are either (i)
persons who acquired shares as a result of the New Acquisitions, (ii) non-
employee, former investors in the Company's predecessor or (iii) current or
former employees of the Company who will acquire shares upon the exercise of
stock options issued under the Company's 1996 Stock Incentive Plan. The
Selling Stockholders designated by footnote (3) to the second table acquired
their shares of Common Stock upon exercise of options originally granted for
the purchase of Brann stock, which options were exchanged by the Company for
options to purchase Common Stock when the Company acquired Brann. If the over-
allotment options are exercised, it is currently expected that C.E., a limited
liability company of which Michele D. Snyder is the beneficial owner, and
College Marketing, a limited partnership of which Mortimer B. Zuckerman, the
MBZ Trust of 1996 and Fred Drasner are the beneficial owners, will participate
as Over-Allotment Selling Stockholders. Pursuant to the U.S. Purchase
Agreement and the International Purchase Agreement, the Over-Allotment Selling
Stockholders have granted to the Underwriters options to purchase an aggregate
of up to 258,284 shares of Common Stock from C.E. and 900,000 shares from
College Marketing.

<TABLE>
<CAPTION>
NUMBER OF SHARES NUMBER OF SHARES PERCENT
BENEFICIALLY OWNED BENEFICIALLY OWNED OWNED
CATEGORY PRIOR TO THE NUMBER OF SHARES AFTER THE AFTER THE
OF BENEFICIAL OWNER OFFERINGS BEING OFFERED OFFERINGS OFFERINGS(1)
------------------- ------------------ ---------------- ------------------ ------------
<S> <C> <C> <C> <C>
Brann................... 2,739,882 1,369,933 1,369,949 2.8%
MMD..................... 1,256,250 1,056,250 200,000 *
SCA..................... 1,549,172 774,586 774,586 1.6
Bounty.................. 1,273,791 1,071,126 202,665 *
Original and Other
Stockholders........... 9,035,539 1,950,000 7,085,539 14.6
---------- --------- --------- ----
Total................. 15,854,634 6,221,895 9,632,739 19.9%
========== ========= ========= ====
</TABLE>
- --------
* Less than 1%.
(1) Based upon 48,460,080 shares of Common Stock outstanding after the
Offerings.

50
<PAGE>

<TABLE>
<CAPTION>
NUMBER OF SHARES NUMBER OF SHARES PERCENT
BENEFICIALLY OWNED BENEFICIALLY OWNED OWNED
NAME AND RELATIONSHIP PRIOR TO THE NUMBER OF SHARES AFTER THE AFTER THE
OF BENEFICIAL OWNER OFFERINGS BEING OFFERED OFFERINGS OFFERINGS(1)
- --------------------- ------------------ ---------------- ------------------ ------------
<S> <C> <C> <C> <C>
BRANN
- -----
Christopher John
Gater(2)............... 274,680 137,340 137,340 *
Alan Taylor Bigg(2)..... 198,380 99,190 99,190 *
John Madoc Hansel(2).... 94,612 47,306 47,306 *
Paul Jonathan Ayle
Kitcatt(2)............. 33,572 16,786 16,786 *
Brenda Joyce
Hawkins(2)............. 213,640 106,820 106,820 *
Paul Anthony Burton
Jenkins(2)............. 24,416 12,208 12,208 *
Mrs. D. Gater(2)........ 61,040 30,520 30,520 *
Michael J. Parker(2).... 201,432 100,716 100,716 *
Mrs. B.R. Parker(2)..... 42,728 21,364 21,364 *
Mrs. C.P. Hansel(2)..... 15,260 7,630 7,630 *
Mrs. C.M. Kitcatt(2).... 15,260 7,630 7,630 *
Royston Gary Godwell
Boss(2)................ 79,352 39,676 39,676 *
Andrew McInally(2)...... 39,676 19,838 19,838 *
ATB 1995 Settlement(2).. 30,520 15,260 15,260 *
Mrs. C.B. Taylor
Bigg(2)................ 15,260 7,630 7,630 *
Rosemary M. Lyon(2)..... 24,416 12,208 12,208 *
John Gordon Wynn(2)..... 30,520 15,260 15,260 *
C. Gater Settlement(2).. 30,520 15,260 15,260 *
3i Group plc(2)......... 273,182 136,591 136,591 *
NatWest Ventures
Investment Limited(2).. 819,546 409,773 409,773 *
A. Wright(3)............ 48,832 24,416 24,416 *
P. Attaway(3)........... 30,520 15,260 15,260 *
C. Davidson(3).......... 12,208 6,104 6,104 *
A. Styler(3)............ 12,208 6,104 6,104 *
J. Parsons(3)........... 12,208 6,104 6,104 *
H. Olsen(3)............. 3,662 1,831 1,831 *
R. Bracewell(3)......... 3,662 1,831 1,831 *
J. Fox(3)............... 6,104 3,052 3,052 *
K. Cullum(3)............ 1,831 915 916 *
T. Beckett(3)........... 3,662 1,831 1,831 *
L. Ashman(3)............ 1,831 915 916 *
J. Snedden(3)........... 1,831 915 916 *
C. Bromiley(3).......... 3,662 1,831 1,831 *
B. King(3).............. 3,052 1,526 1,526 *
A. Irons(3)............. 915 457 458 *
D. Plotkin(3)........... 915 457 458 *
N. Reeve(3)............. 1,831 915 916 *
D. Crosbee(3)........... 1,831 915 916 *
T. Kibble(3)............ 1,220 610 610 *
K. Pembroke(3).......... 1,220 610 610 *
S. Dally(3)............. 915 457 458 *
J. Brown(3)............. 915 457 458 *
I. Robb(3).............. 6,104 3,052 3,052 *
D. Greenman(3).......... 1,831 915 916 *
C. Glaisyer(3).......... 1,831 915 916 *
E. Emerson(3)........... 1,831 915 916 *
</TABLE>

51
<PAGE>

<TABLE>
<CAPTION>
NUMBER OF SHARES NUMBER OF SHARES PERCENT
BENEFICIALLY OWNED NUMBER BENEFICIALLY OWNED OWNED
NAME AND RELATIONSHIP PRIOR TO THE OF SHARES AFTER THE AFTER THE
OF BENEFICIAL OWNER OFFERINGS BEING OFFERED OFFERINGS OFFERINGS(1)
- --------------------- ------------------ ------------- ------------------ ------------
<S> <C> <C> <C> <C>
A. Thornton(3).......... 1,220 610 610 *
P. Chandler(3).......... 610 305 305 *
P. Pembroke(3).......... 610 305 305 *
D. Thomas(3)............ 610 305 305 *
S. Priestnall(3)........ 3,662 1,831 1,831 *
P. Ward(3).............. 6,104 3,052 3,052 *
S. Findlay(3)........... 6,104 3,052 3,052 *
S. Martin(3)............ 6,104 3,052 3,052 *
D. Foster(3)............ 4,578 2,289 2,289 *
M. Crooks(3)............ 1,526 763 763 *
F. Maunder(3)........... 1,526 763 763 *
J. Hyde(3).............. 1,526 763 763 *
R. Wagstaff(3).......... 3,052 1,526 1,526 *
A. Claxton(3)........... 1,526 763 763 *
P. Blackburn(3)......... 1,831 915 916 *
M. Horne(3)............. 3,052 1,526 1,526 *
I. Johnston(3).......... 1,831 915 916 *
H. Vass(3).............. 3,052 1,526 1,526 *
R. Booth(3)............. 3,052 1,526 1,526 *
A. Shrimpton(3)......... 1,831 915 916 *
M. Beeching(3).......... 1,831 915 916 *
MMD
- ---
Andrew Arkin(4)......... 451,500 451,500 -- --
Theodore Klein(4)....... 353,250 153,250 200,000 *
Barbara Saltzman(5)..... 406,500 406,500 -- --
Barbara Saltzman
Charitable
Foundation(6).......... 45,000 45,000 -- --
SCA
- ---
Steven M. Kaplan(7)..... 1,549,172 774,586 774,586 1.6
BOUNTY
- ------
Sinclair Shepherd
Stewart(8)............. 128,004 53,842 74,162 *
Sinclair Stewart
Interest in Possession
Trust-1(9)............. 20,320 20,320 -- --
Second Brown Shipley
Fund(9)................ 307,813 307,813 -- --
Second Brown Shipley
Fund II(9)............. 66,898 66,898 -- --
Roderick Hopewell-
Smith(8)............... 185,405 169,232 16,173 *
The Allan Hayward
Settlement of
23/6/97(9)............. 16,695 16,695 -- --
The Allan Hayward No. 2
Settlement of
27/6/97(9)............. 59,632 59,632 -- --
Emmadin Trust(9)........ 19,264 19,264 -- --
Paul D'Inverno
Settlement(9).......... 41,798 41,798 -- --
Pearl Lynda Carter(8)... 48,013 48,013 -- --
Roger Edmund Graffy(8).. 111,125 76,326 34,799 *
Robert John Egleton(8).. 132,142 55,816 76,326 *
The Robert Egleton
Settlement(9).......... 19,264 19,264 -- --
</TABLE>

52
<PAGE>

<TABLE>
<CAPTION>
NUMBER OF SHARES NUMBER OF SHARES PERCENT
BENEFICIALLY OWNED BENEFICIALLY OWNED OWNED
NAME AND RELATIONSHIP PRIOR TO THE NUMBER OF SHARES AFTER THE AFTER THE
OF BENEFICIAL OWNER OFFERINGS BEING OFFERED OFFERINGS OFFERINGS(1)
- --------------------- ------------------ ---------------- ------------------ ------------
<S> <C> <C> <C> <C>
Bounty Group Employee
Share Scheme Trustee
Limited(8)............. 98,932 98,932 -- --
Holger Brandt(8)........ 14,832 14,832 -- --
Nicholas Hopewell-
Smith(8)............... 2,409 1,204 1,205 *
Carey Inge Engleton(8).. 415 415 -- --
Natalie Alexandra
Egleton(8)............. 415 415 -- --
Lucie Victoria
Egleton(8)............. 415 415 -- --
ORIGINAL AND OTHER
STOCKHOLDERS
- ------------------
Shaun Gilmore(10)....... 200,000 100,000 100,000 *
A. Clayton Perfall(10).. 250,000 250,000 -- --
Warren Woo(11).......... 500,000 500,000 -- --
College Marketing(12)... 8,085,539 1,100,000 6,985,539 14.4
---------- --------- --------- ----
Total................. 15,854,634 6,221,895 9,632,739 19.9%
========== ========= ========= ====
</TABLE>
- --------
* Less than 1%.
(1) Based upon 48,460,080 shares of Common Stock outstanding after the
Offerings.
(2) Former shareholder of Brann.
(3) Former optionholder of Brann.
(4) Retired former shareholder of MMD.
(5) Former shareholder of MMD.
(6) The founder is a former shareholder of MMD.
(7) Former shareholder of SCA.
(8) Former shareholder of Bounty.
(9) The settlor of the trust or settlement is a former shareholder of Bounty.
(10) Employee of the Company. Shares to be issued upon exercise of options
under the Company's 1996 Stock Incentive Plan.
(11) Former employee of the Company. Shares to be issued upon exercise of
options under the Company's 1996 Stock Incentive Plan.
(12) Former investor in the Company's predecessor. A limited partnership of
which Mortimer B. Zuckerman, the MBZ Trust of 1996 and Fred Drasner are
the beneficial owners.

53
<PAGE>

DESCRIPTION OF CAPITAL STOCK

COMMON STOCK

The Certificate of Incorporation of the Company authorizes the issuance of
up to 120,000,000 shares of Common Stock, par value of $.001 per share. Upon
completion of the Offerings, there will be 48,460,080 shares of Common Stock
issued and outstanding. As of the date of this Prospectus, there are
46,110,080 shares of Common Stock outstanding.

Holders of Common Stock ("Holders") are entitled to one vote per share for
each share held of record on all matters submitted to a vote of the
stockholders. Holders are entitled to receive ratably such dividends as may be
declared by the Board of Directors on the Common Stock out of funds legally
available therefor. The Holders have no preemptive rights, cumulative voting
rights, or rights to convert shares of Common Stock into any other securities,
and are not subject to future calls or assessments by the Company. All
outstanding shares of Common Stock of the Company are, and all shares issued
in connection with the Offerings will be, fully paid and nonassessable.

PREFERRED STOCK

The Certificate of Incorporation authorizes the Board of Directors to issue
up to an aggregate of 5,000,000 shares of preferred stock (the "Preferred
Stock"), to establish one or more series of Preferred Stock and to determine,
with respect to each such series, the preferences, rights and other terms
thereof. Upon completion of the Offerings, no shares of Preferred Stock will
be outstanding and the Board of Directors has no present plans to issue any
such shares.

CERTAIN CHARTER PROVISIONS

Preferred Stock. The Certificate of Incorporation authorizes the Board of
Directors to establish one or more series of Preferred Stock and to determine,
with respect to any series of Preferred Stock, the preferences, rights and
other terms of such series. See "--Preferred Stock." The Company believes that
the ability of the Board of Directors to issue one or more series of Preferred
Stock will provide the Company with increased flexibility in structuring
possible future financings and acquisitions and in meeting other corporate
needs. The authorized shares of Preferred Stock, as well as shares of Common
Stock, would be available for issuance without further action by the Company's
stockholders, unless such action is required by applicable law or the rules of
any stock exchange or automated quotation system on which the Company's
securities may be listed or traded. Although the Board of Directors has no
present intention to do so, it could, in the future, issue a series of
Preferred Stock which, due to its terms, could impede a merger, tender offer
or other transaction that some, or a majority, of the Company's stockholders
might believe to be in their best interests.

Section 203 of the Delaware General Corporation Law. The Company is subject
to the provisions of Section 203 of the DGCL (the "Antitakeover Law")
regulating corporate takeovers. The Antitakeover Law prevents certain Delaware
corporations, including those whose securities are listed on the NYSE, from
engaging, under certain circumstances, in a "business combination" (which
includes a merger or sale of more than 10% of the corporation's assets) with
any "interested stockholder" (a stockholder who acquired 15% or more of the
corporation's outstanding voting stock without the prior approval of the
corporation's Board of Directors) for three years following the date that such
stockholder became an "interested stockholder." A Delaware corporation may
"opt out" of the Antitakeover Law with an express provision in its original
certificate of incorporation, or an express provision in its certificate of
incorporation or bylaws resulting from a stockholders' amendment approved by
at least a majority of the outstanding voting shares. The Company has not
"opted out" of the application of the Antitakeover Law.

Certain Other Provisions. The Company's Certificate of Incorporation does
not provide for cumulative voting in the election of directors. The Company's
Bylaws provide that a stockholder holding, in the aggregate, not less than
twenty-five percent of the Common Stock is permitted to call a special meeting
of the stockholders.

54
<PAGE>

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Common Stock is American Stock
Transfer & Trust Company.

LISTING

The Common Stock is listed on the NYSE under the symbol "SNC."

SHARES ELIGIBLE FOR FUTURE SALE

GENERAL

Upon completion of the Offerings, there will be 48,460,080 outstanding
shares of Common Stock. Of the outstanding shares, all of the 7,721,895 shares
sold in the Offering (8,880,179 if the Underwriters' over-allotment options
are exercised in full), as well as the 8,970,000 shares issued in the
Company's initial public offering in September 1996, the 5,032,322 shares
issued to the former stockholders of American List in July 1997, and 390,700
shares issued upon exercise of options pursuant to the Company's 1996 Stock
Incentive Plan and not being offered hereby, will be eligible for sale in the
public market without restriction under the Securities Act, except that any
shares purchased by an "affiliate" of the Company (as that term is defined in
Rule 144 adopted under the Securities Act) will be subject to the resale
limitations of Rule 144. The remaining 26,345,163 issued and outstanding
shares of Common Stock were issued by the Company in reliance on an exemption
from the registration provisions of the Securities Act. These shares of Common
Stock are "restricted securities" within the meaning of Rule 144 and may not
be sold other than pursuant to an effective registration statement under the
Securities Act or pursuant to an exception from such registration requirement.

In general, Rule 144 provides that any person (or persons whose shares are
aggregated) to whom the Rule is applicable, including an affiliate, who has
beneficially owned shares for at least a one-year period (as computed under
Rule 144) is entitled to sell within any three-month period the number of
shares that does not exceed the greater of (i) 1% of then outstanding shares
of the Common Stock (approximately 484,600 shares after giving effect to the
Offerings) and (ii) the reported average weekly trading volume of then
outstanding shares of Common Stock during the four calendar weeks immediately
preceding the date on which the notice of sale is filed with the Commission.
Sales under Rule 144 also are subject to certain provisions relating to the
manner and notice of sale and the availability of current public information
about the Company. A person (or persons whose shares are aggregated) who is
not deemed an affiliate of the Company at any time during the 90 days
immediately preceding a sale, and who has beneficially owned shares for at
least a two-year period (as computed under Rule 144), would be entitled to
sell such shares under Rule 144(k) without regard to the volume limitation and
other conditions described above.

The Company, certain Selling Stockholders, the Over-Allotment Selling
Stockholders and the Company's directors and executive officers have agreed,
subject to certain exceptions for pledges and, in the case of the Company, the
grant and exercise of employee stock options and the issuance of shares in
connection with acquisitions as long as all executive officers, directors and
other affiliates of the entity being acquired have agreed in writing to the
restrictions set forth below, and the effecting of the STRYPES transaction
described below, not to, directly or indirectly, sell, offer to sell, grant
any option for the sale of, or otherwise dispose of, any capital stock of the
Company or any security convertible or exchangeable into, or exercisable for,
such capital stock, or, in the case of the Company, file any registration
statement with respect to any of the foregoing (other than a registration
statement on Form S-8 to register shares issuable upon exercise of employee
stock options or a registration statement on Form S-4 to register shares
issuable in connection with an acquisition), for a period of 90 days after the
date of this Prospectus (the "Lock-Up Period") without the prior written
consent of Merrill Lynch & Co.

Concurrently with, but not conditioned upon, the completion of the
Offerings, Endowment, Sutton and Roberts intend to enter into a forward
purchase contract (the "Contract") with the Snyder STRYPES Trust, a Delaware
business trust (the "Trust"). Pursuant to the Contract each such stockholder
will be obligated to

55
<PAGE>

deliver to the Trust certain shares of Common Stock owned by such stockholder,
or cash with the value thereof, three years from the date of the Contract. To
the extent that the value of the Common Stock appreciates between the date of
the Contract and the sale date, the sale requirement is reduced pursuant to a
formula contained in the Contract. Prior to any such sales, the stockholders
will retain voting and dividend rights with respect to the shares that are the
subject of the Contract. Pursuant to the Contract, Endowment may deliver up to
2,600,000 shares of Common Stock, Sutton may deliver up to 1,000,000 shares
and Roberts may deliver up to 400,000 shares, assuming no exercise of the
over-allotment option in the STRYPES offering.

REGISTRATION RIGHTS

Upon completion of the Offerings, of the "restricted securities," Daniel M.
Snyder will beneficially own 10,047,124 shares, Michele D. Snyder will
beneficially own 3,586,711 shares, Mortimer B. Zuckerman and the MBZ Trust of
1996 will beneficially own 5,760,236 shares collectively, and Fred Drasner
beneficially will beneficially own 2,350,606 shares, for an aggregate of
21,744,677 shares of Common Stock that will be beneficially owned by
affiliates of Snyder (the "Affiliates"). The holding period limitations of
Rule 144 applicable to the restricted securities held by these Affiliates will
expire as of September 24, 1997. All of these shares are currently and will
remain subject to the volume limitations of Rule 144 until such shares are
registered under the Securities Act. In addition, Mr. Snyder was granted
certain "demand" and "piggyback" registration rights and Ms. Snyder, Mr.
Zuckerman and the MBZ Trust of 1996 and Mr. Drasner were also granted certain
piggyback registration rights (collectively, the "Snyder Registration Rights")
in connection with the shares of Common Stock held by each of them (the
"Registrable Shares"). The Snyder Registration Rights grant Mr. Snyder and his
assignees the opportunity to register all or any portion of their Registrable
Shares and grant all of the Affiliates the right to have their Registrable
Shares registered in connection with any registration by Snyder of shares of
Common Stock or other securities substantially similar to the Common Stock.
Mr. Snyder may exercise his demand registration rights no more than five times
in total, and he has elected to exercise his first demand in connection with
the STRYPES offering. Certain of the Affiliates have elected to register such
number of their beneficially owned shares in connection with the Offerings as
may be necessary to provide for the exercise of the Underwriters' over-
allotment options, up to a maximum of 1,158,284 shares.

In connection with the initial offering of shares of Common Stock, certain
other holders of Common Stock, including Allen & Company Incorporated and
certain other investors (collectively, the "1995 Investors"), as a group, were
granted certain demand and piggyback registration rights with respect to
883,752 restricted shares of Common Stock of which 41,142 shares were sold in
the initial public offering. These registration rights grant the 1995
Investors the opportunity to register all or any portion of the shares of
Common Stock held by them in connection with any registration by the Company
of shares of Common Stock or other securities substantially similar to Common
Stock. The 1995 Investors may exercise their demand registration rights only
once.

The Company has granted to certain non-affiliate shareholders ("MMD
Holders") certain demand and piggyback registration rights (collectively, the
"MMD Registration Rights") with respect to 1,354,500 restricted shares issued
in connection with the acquisition of MMD. The MMD Registration Rights grant
MMD Holders the opportunity to register all or any portion of the Common Stock
they hold pursuant to the acquisition, except that, in the case of demand
registration, the Company is not obligated to file any registration statement
for shares held by MMD Holders having less than a $5,000,000 aggregate
offering price. The MMD Holders may exercise their demand registration rights
only once and any request for registration must encompass at least 50% of the
shares held by such persons. One of the MMD Holders has sold 98,250 restricted
shares in a private transaction. Such shares will remain restricted securities
in the hands of the purchaser. The MMD Holders have elected to register
1,056,250 shares of Common Stock for sale in the Offerings.

The Company has granted to certain non-affiliate shareholders ("Brann
Holders") certain demand and piggyback registration rights (collectively, the
"Brann Registration Rights") with respect to 2,350,152 restricted shares
issued in connection with the acquisition of Brann. The Brann Registration
Rights grant the Brann Holders the opportunity to demand registration of 50%
of the Common Stock issued in connection with the acquisition at any time 30
days after the publication of the combined operations of the Company and
Brann, which occurred on

56
<PAGE>

June 2, 1997 (the "Pooling Date"). The Brann Registration Rights also grant
Brann Holders the right to demand registration of 100% of the Common Stock
issued in connection with the acquisition any time after the first anniversary
of the Pooling Date. One demand for registration can be made prior to the
first anniversary of the Pooling Date, and one demand may be made after such
date. Each such demand must include shares constituting at least 20% of all
shares subject to the Brann Registration Rights. In addition, pursuant to the
acquisition of Brann, the Company granted options to purchase 389,730
restricted shares of Common Stock to the option holders of Brann in exchange
for their Brann options. Upon exercise of such options, which occurred on June
10, 1997, the resulting shares of Common Stock became subject to a one-year
holding period under Rule 144, which will expire on June 10, 1998, at which
time such shares of Common Stock may be transferred subject to the volume
limitations of Rule 144. The two-year holding period imposed under Rule 144
expires on March 27, 1999, with respect to the shares issued to the former
Brann Holders in connection with the acquisition and on June 10, 1999 with
respect to shares of Common Stock issued upon the exercise of options held by
the former Brann option holders, at which times such shares will be freely
transferable. The Brann Holders have elected to register 1,369,933 shares of
Common Stock for sale in the Offerings.

The Company has granted to a non-affiliate shareholder (the "SCA Holder")
certain demand and piggyback registration rights (collectively, the "SCA
Registration Rights") with respect to 1,549,172 restricted shares issued in
connection with the acquisition of SCA. The SCA Registration Rights grant the
SCA Holder a one-time right to demand the registration of up to 50% of the
Common Stock received by the SCA Holder in connection with the SCA
acquisition. The SCA Holder also has the right to exercise piggyback
registration rights with respect to up to 50% of such Common Stock. In no
event can the SCA Holder require, through any combination of demand and
piggyback registrations, the registration of more than 50% of the Common Stock
received in the acquisition. The SCA Registration Rights may only be exercised
during the period between (i) the date of publication of the financial results
of the Company for the first full calendar month following the date of the SCA
acquisition and (ii) July 15, 1998. The SCA Holder has elected to register
774,586 shares of Common Stock for sale in the Offerings.

The Company has granted to certain non-affiliate shareholders (the "Bounty
Holders") certain demand and piggyback registration rights (collectively, the
"Bounty Registration Rights") with respect to 1,483,240 restricted shares
issuable in connection with the acquisition of Bounty. The Bounty Registration
Rights grant the Bounty Holders the right to demand the registration of up to
75% of the Common Stock received by all Bounty Holders in the acquisition. The
Bounty Holders also have the right to exercise piggyback registration rights
with respect to up to 75% of such Common Stock. In no event can the Bounty
Holders require, through any combination of demand and piggyback
registrations, the registration of more than 75% of the Common Stock received
by all Bounty Holders in the acquisition. The Bounty Registration Rights may
only be exercised during the period between (i) the date of publication of
consolidated financial results of the Company which reflect at least 30 days
of post-acquisition combined operations of the Company and Bounty and (ii)
July 15, 1998. The Bounty Holders have elected to register 1,071,126 shares of
Common Stock for sale in the Offerings.

Certain of the foregoing registration rights are subject to cut-back
provisions in connection with underwritten offerings, the ability of the
Company to defer any requested filings pursuant to the exercise of demand
registration rights for periods up to 120 days, and certain other customary
conditions and limitations.

In addition, the Company has registered under the Securities Act an
aggregate of 6,100,000 shares of Common Stock reserved for issuance in
connection with the Company's 1996 Stock Incentive Plan and an aggregate of
93,582 shares of Common Stock reserved for issuance under the American List
Stock Option Plan. As of June 30, 1997, the Company has granted 5,094,800
options under the Company's 1996 Stock Incentive Plan, of which 1,210,000
options are vested and currently exercisable, and 93,582 options under the
American List Stock Option Plan, all of which are currently exercisable. Of
the 1,303,582 options currently exercisable, 850,000 options are held by
current or former employees of the Company and upon the exercise of said
options, such shares of Common Stock will be sold in the Offerings. Upon
exercise of the remaining 453,582 vested options, such shares will be freely
transferable.

57
<PAGE>

CONSIDERATIONS FOR NON-UNITED STATES HOLDERS

The following is a general discussion of certain U.S. federal income and
estate tax consequences of the ownership and disposition of Common Stock
applicable to Non-U.S. Holders. In general, a "Non-U.S. Holder" is any holder
other than (i) a citizen or resident of the United States, (ii) a corporation
or partnership created or organized in the United States or under the laws of
the United States or of any state or of the District of Columbia, or (iii) an
estate or trust, the income of which is includable in gross income for U.S.
federal income tax purposes regardless of its source. This discussion is based
on current law and is for general information only. This discussion does not
address aspects of U.S. federal taxation other than income and estate taxation
and does not address all aspects of income and estate taxation, nor does it
consider any specific facts or circumstances that may apply to a particular
Non-U.S. Holder. ACCORDINGLY, PROSPECTIVE INVESTORS ARE URGED TO CONSULT THEIR
TAX ADVISERS REGARDING THE U.S. FEDERAL, STATE, LOCAL AND NON-UNITED STATES
INCOME AND OTHER TAX CONSEQUENCES OF HOLDING AND DISPOSING OF SHARES OF COMMON
STOCK.

EFFECTIVELY CONNECTED INCOME

In general, if the income earned by a Non-U.S. Holder with respect to the
Common Stock (i.e., dividends payable with respect to the stock or gains from
the disposition of such stock) is effectively connected with a trade or
business carried on by the Non-U.S. Holder within the United States, such
income will be subject U.S. federal income tax on a "net income" basis in the
same manner as if the Non-U.S. Holder were a resident of the United States. If
certain tax treaties apply, taxation on a net income basis applies only if the
income is attributable to a U.S. permanent establishment of the Non-U.S.
Holder. A Non-U.S. Holder who is taxable on a net income basis with respect to
dividend income can avoid having U.S. tax withheld on the dividend payment by
filing certain forms, including Internal Revenue Service Form 4224.

In addition to the regular U.S. federal income tax on the Non-U.S. Holder's
U.S. net income, a Non-U.S. Holder that is a corporation may be subject to the
U.S. branch profits tax at a rate of 30% (or such lower rate as may be
specified by an applicable treaty) on the repatriation from the United States
of its "effectively connected earnings and profits," subject to certain
adjustments.

The remainder of this section discusses the U.S. federal income tax
consequences of income earned with respect to the Common Stock held by a Non-
U.S. Holder assuming that such income is not effectively connected with the
conduct of a U.S. trade or business (or, where an applicable tax treaty so
provides, not attributable to a U.S. permanent establishment).

DIVIDENDS NOT EFFECTIVELY CONNECTED

In general, dividends paid on the Common Stock to a Non-U.S Holder will be
subject to United States withholding tax at a 30% rate, or a lower rate
prescribed by an applicable tax treaty. To determine the applicability of a
tax treaty providing for a lower rate of withholding, dividends paid to an
address in a foreign country are presumed under current Treasury regulations
to be paid to a resident of that country absent knowledge to the contrary.
Proposed Treasury regulations that have not been finally adopted, however,
would require Non-U.S. Holders to file certain forms to obtain the benefit of
any applicable tax treaty providing for a lower rate of withholding tax on
dividends. Such forms would contain the Non-U.S. Holder's name and address and
an official statement by the competent authority (as designated in the
applicable treaty) in the foreign country attesting to the Non-U.S. Holder's
status as a resident thereof. A Non-U.S. Holder that is eligible for a reduced
rate of U.S. withholding tax pursuant to a tax treaty may obtain a refund of
any excess amounts withheld by filing an appropriate claim for refund with the
Internal Revenue Service. Under Treasury regulations and under recently
enacted legislation, a Non-U.S. Holder that is a fiscally transparent entity
may not be entitled to the benefit of a lower rate of withholding provided by
an otherwise applicable tax treaty.

58
<PAGE>

SALE OF COMMON STOCK NOT EFFECTIVELY CONNECTED

In general, a Non-U.S. Holder will not be subject to United States federal
income tax on any gain realized upon the disposition of such holder's shares
of Common Stock unless (i) the Non-U.S. Holder is a nonresident alien
individual and holds shares of Common Stock as a capital asset and is present
in the United States for 183 days or more in the taxable year of disposition
(subject to certain other conditions and limitations), (ii) the Non-U.S.
Holder is subject to tax pursuant to the provisions of United States tax law
applicable to certain United States expatriates whose loss of United States
citizenship had as one of its principal purposes the avoidance of United
States taxes, or (iii) the Company is or has been a United States real
property holding corporation (a "USRPHC") for United States federal income tax
purposes (which the Company does not believe that it is or is likely to
become) at any time within the shorter of the five year period preceding such
disposition or such Non-U.S. Holder's holding period. If the Company were or
were to become a USRPHC, gains realized upon a disposition of Common Stock by
a Non-U.S. Holder that did not directly or indirectly own more than 5% of the
Common Stock during the shorter of the periods described above generally would
not be subject to United States federal income tax, provided that the Common
Stock is "regularly traded" on an established securities market. Because the
Company's Common Stock is listed on the NYSE, the Company believes that the
Common Stock is "regularly traded" on an established market.

ESTATE TAX

Common Stock owned or treated as owned by an individual who is not a citizen
or resident (as defined for United States federal estate tax purposes) of the
United States at the time of death will be includable in the individual's
gross estate for United States federal estate tax purposes (unless an
applicable estate tax treaty provides otherwise), and therefore may be subject
to United States federal estate tax.

BACKUP WITHHOLDING, INFORMATION REPORTING AND OTHER REPORTING REQUIREMENTS

The Company must report annually to the Internal Revenue Service and to each
Non-U.S. Holder the amount of dividends paid to and the tax withheld with
respect to each Non-U.S. Holder. These reporting requirements apply regardless
of whether withholding was reduced or eliminated by an applicable tax treaty.
Copies of this information also may be made available under the provisions of
a specific treaty or agreement with the tax authorities in the country in
which the Non-U.S. Holder resides or is established.

United States backup withholding (which generally is imposed at the rate of
31% on certain payments to persons that fail to furnish the information
required under the United States information reporting requirements) and
information reporting requirements generally will apply to dividends paid on
Common Stock to a Non-U.S. Holder at an address outside the United States.

The payment of proceeds from the disposition of Common Stock to or through a
United States office of a broker will be subject to information reporting and
backup withholding unless the owner, under penalties of perjury, certifies,
among other things, its status as a Non-U.S. Holder or otherwise establishes
an exemption. The payment of proceeds from the disposition of Common Stock to
or through a non-U.S. office of a non-U.S. broker generally will not be
subject to backup withholding and information reporting, except as noted
below. In the case of proceeds from a disposition of Common Stock paid to or
through a non-U.S. office of a broker that is (i) a United States person, (ii)
a "controlled foreign corporation" for United States federal income tax
purposes or (iii) a foreign person 50% or more of whose gross income from
certain periods is effectively connected with a United States trade or
business, (a) backup withholding will not apply unless such broker has actual
knowledge that the owner is not a Non-U.S. Holder, and (b) information
reporting will apply unless the broker has documentary evidence in its files
that the owner is a Non-U.S. Holder (and the broker has no actual knowledge to
the contrary).

Backup withholding is not an individual tax. Any amounts withheld under the
backup withholding rules from a payment to a Non-U.S. Holder will be refunded
or credited against the Non-U.S. Holder's United States federal income tax
liability, if any, provided that the required information is furnished to the
Internal Revenue Service.

59
<PAGE>

UNDERWRITING

Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch"),
Goldman, Sachs & Co., Montgomery Securities and Bear, Stearns & Co. Inc. are
acting as representatives (the "U.S. Representatives") of each of the
Underwriters named below (the "U.S. Underwriters"). Subject to the terms and
conditions set forth in a U.S. purchase agreement (the "U.S. Purchase
Agreement") among the Company, the Selling Stockholders, the Over-Allotment
Selling Stockholders and the U.S. Underwriters, and concurrently with the sale
of 1,544,379 shares of Common Stock to the International Managers (as defined
below), the Company and the Selling Stockholders have agreed to sell to the
U.S. Underwriters, and each of the U.S. Underwriters severally and not jointly
has agreed to purchase from the Company and the Selling Stockholders, the
number of shares of Common Stock set forth opposite its name below.

<TABLE>
<CAPTION>
NUMBER OF
U.S. UNDERWRITER SHARES
---------------- ---------
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated..............................................
Goldman, Sachs & Co. ..............................................
Montgomery Securities..............................................
Bear, Stearns & Co. Inc. ..........................................
---------
Total......................................................... 6,177,516
=========
</TABLE>

The Company, the Selling Stockholders and the Over-Allotment Selling
Stockholders have also entered into an international purchase agreement (the
"International Purchase Agreement") with certain underwriters outside the
United States and Canada (the "International Managers" and, together with the
U.S. Underwriters, the "Underwriters") for whom Merrill Lynch International,
Goldman Sachs International, Montgomery Securities and Bear, Stearns
International Limited are acting as lead managers (the "Lead Managers").
Subject to the terms and conditions set forth in the International Purchase
Agreement, and concurrently with the sale of 6,177,516 shares of Common Stock
to the U.S. Underwriters pursuant to the U.S. Purchase Agreement, the Company
and the Selling Stockholders have agreed to sell to the International
Managers, and the International Managers severally have agreed to purchase
from the Company and the Selling Stockholders, an aggregate of 1,544,379
shares of Common Stock. The initial public offering price per share and the
total underwriting discount per share of Common Stock are identical under the
U.S. Purchase Agreement and the International Purchase Agreement.

In the U.S. Purchase Agreement and the International Purchase Agreement, the
several U.S. Underwriters and the several International Managers,
respectively, have agreed, subject to the term and conditions set forth
therein, to purchase all of the shares of Common Stock being sold pursuant to
each such agreement if any of the shares of Common Stock being sold pursuant
to such agreement are purchased. Under certain circumstances, under the U.S.
Purchase Agreement and the International Purchase Agreement, the commitments
of non-defaulting Underwriters may be increased. The closings with respect to
the sale of shares of Common Stock to be purchased by the U.S. Underwriters
and the International Managers are conditioned upon one another.

The U.S. Representatives have advised the Company that the U.S. Underwriters
propose initially to offer the shares of Common Stock offered hereby to the
public at the initial public offering price set forth on the cover page of
this Prospectus, and to certain dealers at such price less a concession not in
excess of $ per share of Common Stock. The U.S. Underwriters may allow, and
such dealers may reallow, a discount not in excess of $ per share of Common
Stock on sales to certain other dealers. After the initial public offering,
the public offering price, concession and discount may be changed.

The Over-Allotment Selling Stockholders have granted options to the U.S.
Underwriters, exercisable for 30 days after the date of this Prospectus, to
purchase up to an aggregate of 926,627 additional shares of Common Stock at
the initial public offering price set forth on the cover page of this
Prospectus, less the underwriting discount. The U.S. Underwriters may exercise
these options only to cover over-allotments, if any, made on the

60
<PAGE>

sale of the Common Stock offered hereby. To the extent that the U.S.
Underwriters exercise these options, each U.S. Underwriter will be obligated,
subject to certain conditions, to purchase a number of additional shares of
Common Stock proportionate to such U.S. Underwriter's initial amount reflected
in the foregoing table. The Over-Allotment Selling Stockholders also have
granted options to the International Managers, exercisable for 30 days after
the date of this Prospectus, to purchase up to an aggregate of 231,657
additional shares of Common Stock to cover over-allotments, if any, on terms
similar to those granted to the U.S. Underwriters.

The Company, certain Selling Stockholders, the Over-Allotment Selling
Stockholders and the Company's directors and executive officers have agreed,
subject to certain exceptions for pledges and, in the case of the Company, the
grant and exercise of employee stock options and the issuance of shares in
connection with acquisitions as long as all executive officers, directors and
other affiliates of the entity being acquired have agreed in writing to the
restrictions set forth below, and the effecting of the STRYPES transaction
described herein, not to, directly or indirectly, sell, offer to sell, grant
any option for the sale of, or otherwise dispose of, any capital stock of the
Company or any security convertible or exchangeable into, or exercisable for,
such capital stock, or, in the case of the Company, file any registration
statement with respect to any of the foregoing (other than a registration
statement on Form S-8 to register shares issuable upon exercise of employee
stock options or a registration statement on Form S-4 to register shares
issuable in connection with an acquisition), for a period of 90 days after the
date of this Prospectus, without the prior written consent of Merrill Lynch.

The U.S. Underwriters and the International Managers have entered into an
intersyndicate agreement (the "Intersyndicate Agreement") that provides for
the coordination of their activities. Pursuant to the Intersyndicate
Agreement, the U.S. Underwriters and the International Managers are permitted
to sell shares of Common Stock to each other for purposes of resale at the
initial public offering price, less an amount not greater than the selling
concession. Under the terms of the Intersyndicate Agreement, the U.S.
Underwriters and any dealer to whom they sell shares of Common Stock will not
offer to sell or sell shares of Common Stock to persons who are non-U.S. or
non-Canadian persons or to persons they believe intend to resell to persons
who are non-U.S. or non-Canadian persons, and the International Managers and
any dealer to whom they sell shares of Common Stock will not offer to sell or
sell shares of Common Stock to U.S. persons or to Canadian persons or to
persons they believe intend to resell to U.S. or Canadian persons, except in
the case of transactions pursuant to the Intersyndicate Agreement.

The Company, the Partnership, the Selling Stockholders and the Over-
Allotment Selling Stockholders have agreed to indemnify the U.S. Underwriters
and the International Managers against certain liabilities, including
liabilities under the Securities Act of 1933, as amended, or to contribute to
payments the U.S. Underwriters and the International Managers may be required
to make in respect hereof.

Until the distribution of the Common Stock is completed, rules of the
Securities and Exchange Commission may limit the ability of the Underwriters
and certain selling group members to bid for and purchase the Common Stock. As
an exception to these rules, the U.S. Representatives are permitted to engage
in certain transactions that stabilize the price of the Common Stock. Such
transactions consist of bids or purchases for the purpose of pegging, fixing
or maintaining the price of Common Stock.

If the Underwriters create a short position in the Common Stock in
connection with the Offerings, i.e., if they sell more shares of Common Stock
than are set forth on the cover page of the Prospectus, the U.S.
Representatives may reduce that short position by purchasing Common Stock in
the open market. The U.S. Representatives may also elect to reduce any short
position by exercising all or part of the over-allotment option described
above.

The U.S. Representatives may also impose a penalty bid on certain
Underwriters and selling group members. This means that if the U.S.
Representatives purchase shares of Common Stock in the open market to reduce
the Underwriters' short position or to stabilize the price of the Common
Stock, they may reclaim the amount of the selling concession from the
Underwriters and selling group members who sold those shares as part of the
Offerings.

61
<PAGE>

In general, purchases of a security for the purpose of stabilization or to
reduce a short position could cause the price of the security to be higher
than it might be in the absence of such purchases. The imposition of a penalty
bid might also have an effect on the price of the Common Stock to the extent
that it discourages resales of the Common Stock.

Neither the Company nor any of the Underwriters makes any representation or
prediction as to the direction or magnitude of any effect that the
transactions described above may have on the price of the Common Stock. In
addition, neither the Company nor any of the Underwriters makes any
representation that the U.S. Representatives will engage in such transactions
or that such transactions, once commenced, will not be discontinued without
notice.

Merrill Lynch has from time to time provided investment banking advisory
services to the Company, for which it has received customary compensation, and
may continue to do so in the future. Goldman, Sachs & Co. has from time to
time provided investment banking advisory services to the Company, and may
continue to do so in the future.

62
<PAGE>

LEGAL MATTERS

The validity of the Common Stock offered hereby will be passed upon for the
Company by Shaw Pittman Potts & Trowbridge, a partnership including
professional corporations, Washington, D.C. Debevoise & Plimpton, New York,
New York, has acted as counsel for the Underwriters with respect to certain
legal matters in connection with the Offerings.

EXPERTS

The historical consolidated financial statements of the Company and the
supplemental consolidated financial statements of the Company as of December
31, 1996 and 1995 and for each of the three years in the period ended December
31, 1996, and the related schedules included in this Prospectus, have been
audited by Arthur Andersen LLP, independent public accountants, as indicated
in their reports thereon included herein. Such consolidated financial
statements and schedules are so included in reliance upon reports of Arthur
Andersen LLP pertaining to such financial statements and schedules given upon
the authority of such firm as experts in accounting and auditing.

The consolidated financial statements of Brann and its subsidiaries as of
December 31, 1996 and 1995 and for each of the three years in the period ended
December 31, 1996, have been audited by Price Waterhouse, Chartered
Accountants, as set forth in its report thereon included herein.

The consolidated financial statements and schedule of American List for the
years ended February 28, 1997, February 29, 1996 and February 28, 1995,
appearing in this Prospectus have been so included in reliance upon reports of
Grant Thornton LLP, independent certified public accountants, given on the
authority of such firm as experts in accounting and auditing.

AVAILABLE INFORMATION

The Company is subject to the information reporting requirements of the
Securities Exchange Act of 1934, as amended, as applicable to U.S. private
issuers with securities registered thereunder, and, in accordance therewith,
files reports and other information with the Securities and Exchange
Commission (the "Commission"). The Company has also filed with the Commission
a Registration Statement on Form S-1 under the Securities Act with respect to
the shares of Common Stock offered hereby. This Prospectus, which constitutes
a part of the Registration Statement, does not contain all of the information
set forth in the Registration Statement, certain items of which are contained
in exhibits and schedules to the Registration Statement as permitted by the
rules and regulations of the Commission. For further information with respect
to the Company and the Common Stock offered by this Prospectus, reference is
made to reports previously filed with the Commission and to the Registration
Statement and to the financial statements, schedules and exhibits filed as a
part thereof. The Registration Statement and the financial statements,
exhibits and schedules thereto filed with the Commission, as well as other
previously filed reports, may be inspected, without charge, at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549; Seven World Trade Center, 13th Floor, New York, New
York 10048; and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
Copies of such materials may be obtained from the Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. In addition, the
Commission maintains a World Wide Web site that contains reports, proxy and
information statements that are filed electronically with the Commission. The
address of the site is http://www.sec.gov. The Company's Common Stock is
listed on the NYSE, and reports, proxy and information statements and other
information concerning the Company can be inspected at the offices of the NYSE
located at 20 Broad Street, New York, New York 10005.

63
<PAGE>

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
SUPPLEMENTAL:
SNYDER COMMUNICATIONS, INC.
SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Public Accountants................................. F-2
Supplemental Consolidated Balance Sheet as of December 31, 1995 and 1996,
and June 30, 1997 (unaudited)........................................... F-3
Supplemental Consolidated Statement of Income, including pro forma data,
for the years ended December 31, 1994, 1995 and 1996, and for the six
months ended June 30, 1996 and 1997 (unaudited)......................... F-4
Supplemental Consolidated Statement of Equity for the years ended
December 31, 1994, 1995 and 1996........................................ F-5
Supplemental Consolidated Statement of Cash Flows for the years ended
December 31, 1994, 1995 and 1996, and for the six months ended June 30,
1996 and 1997 (unaudited)............................................... F-6
Notes to Supplemental Consolidated Financial Statements.................. F-8
HISTORICAL:
SNYDER COMMUNICATIONS, INC.
Report of Independent Public Accountants................................. F-28
Consolidated Balance Sheet as of December 31, 1995 and 1996, and June 30,
1997 (unaudited)........................................................ F-29
Consolidated Statement of Income, including pro forma data, for the years
ended December 31, 1994, 1995 and 1996, and for the six months ended
June 30, 1996 and 1997 (unaudited)...................................... F-30
Consolidated Statement of Equity for the years ended December 31, 1994,
1995 and 1996........................................................... F-31
Consolidated Statement of Cash Flows for the years ended December 31,
1994, 1995 and 1996, and for the six months ended June 30, 1996 and 1997
(unaudited)............................................................. F-32
Notes to Consolidated Financial Statements............................... F-33
BRANN HOLDINGS LIMITED
Report of Independent Accountants........................................ F-49
AMERICAN LIST CORPORATION
Report of Independent Certified Public Accountants....................... F-50
Consolidated Balance Sheets February 28, 1997 and February 29, 1996...... F-51
Consolidated Statements of Earnings for the years ended February 28,
1997, February 29, 1996 and February 28, 1995........................... F-52
Consolidated Statement of Stockholders' Equity for the years ended
February 28, 1997, February 29, 1996 and February 28, 1995.............. F-53
Consolidated Statements of Cash Flows for the years ended February 28,
1997, February 29, 1996 and February 28, 1995........................... F-54
Notes to Consolidated Financial Statements............................... F-55
</TABLE>

F-1
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Snyder Communications, Inc.:

We have audited the accompanying supplemental consolidated balance sheet of
Snyder Communications, Inc. and subsidiaries (the "Company") as of December
31, 1995 and 1996, and the related supplemental consolidated statements of
income, equity, and cash flows for each of the three years in the period ended
December 31, 1996. The supplemental consolidated financial statements give
retroactive effect to the mergers with American List Corporation on July 11,
1997, Bounty Group Holdings Limited on July 13, 1997, and Sampling Corporation
of America on July 13, 1997, all of which have been accounted for as pooling
of interests as described in Note 1. These supplemental consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these supplemental consolidated
financial statements based on our audits. We did not audit the financial
statements of American List Corporation or Brann Holdings Limited included in
the supplemental consolidated financial statements of the Company, which
statements reflect total assets constituting 57 percent and 35 percent of the
related consolidated totals as of December 31, 1995 and 1996, respectively,
and revenues constituting 56 percent, 48 percent and 36 percent of the related
consolidated totals in 1994, 1995 and 1996, respectively. These statements
were audited by other auditors whose reports thereon have been furnished to
us, and our opinion expressed herein, insofar as it relates to the amounts
included for American List Corporation or Brann Holdings Limited, is based
solely upon the reports of the other auditors.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits and the reports of other
auditors provide a reasonable basis for our opinion.

In our opinion, based on our audit and the reports of the other auditors,
the supplemental consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Snyder
Communications, Inc. and subsidiaries as of December 31, 1995 and 1996, and
the results of their operations and their cash flows for each of the three
years in the period ended December 31, 1996, after giving retroactive effect
to the mergers with American List Corporation, Bounty Group Holdings Limited,
and Sampling Corporation of America as described in Note 1, all in conformity
with generally accepted accounting principles.

Arthur Andersen LLP

/s/ Arthur Andersen LLP

Washington, D.C.
July 28, 1997

F-2
<PAGE>

SNYDER COMMUNICATIONS, INC.

SUPPLEMENTAL CONSOLIDATED BALANCE SHEET
(NOTE 1)

<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
------------------------- ------------
1995 1996 1997
----------- ------------ ------------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and equivalents................. $14,341,442 $ 59,499,048 $ 38,868,839
Marketable securities................ 7,775,052 6,297,412 6,176,589
Accounts receivable, net of allowance
for doubtful accounts of $583,316,
$988,211 and $1,485,808 at December
31, 1995 and 1996 and June 30, 1997,
respectively........................ 26,717,738 31,216,002 50,145,209
Unbilled services.................... 1,567,016 3,823,609 3,324,821
Other current assets................. 2,669,360 6,061,317 9,670,861
----------- ------------ ------------
Total current assets................. 53,070,608 106,897,388 108,186,319
----------- ------------ ------------
Note and advances to stockholders..... 2,770,426 -- --
Property and equipment, net........... 17,301,594 23,645,603 28,038,757
Goodwill and other intangible assets.. 15,616,354 16,048,688 20,426,156
Deposits and other assets............. 1,848,737 2,669,409 855,542
----------- ------------ ------------
Total assets......................... $90,607,719 $149,261,088 $157,506,774
=========== ============ ============
LIABILITIES AND EQUITY
Current liabilities:
Lines of credit...................... $ 5,029,422 $ 2,495,845 $ 619,183
Current maturities of long-term
debt................................ 709,587 3,346,690 2,112,300
Accrued payroll...................... 3,165,309 6,577,632 2,984,330
Accounts payable..................... 13,075,382 16,979,286 14,674,216
Accrued expenses..................... 15,011,124 20,645,972 38,773,089
Unearned revenue..................... 2,704,682 5,676,707 8,674,240
Distribution payable................. -- 1,087,734 --
----------- ------------ ------------
Total current liabilities............ 39,695,506 56,809,866 67,837,358
----------- ------------ ------------
Related party borrowings, net of cur-
rent maturities...................... 14,177,479 10,177,101 9,849,000
Deferred income taxes................. 334,087 180,888 2,773,120
Mandatorily redeemable preferred
stock, held by related parties....... 4,596,793 6,305,584 1,162,000
Long-term obligations under capital
leases............................... 461,247 2,053,702 2,068,294
Long-term debt, net of current maturi-
ties................................. 10,118,042 10,259,559 3,281,600
----------- ------------ ------------
Total liabilities.................... 69,383,154 85,786,700 86,971,372
----------- ------------ ------------
Commitments and contingencies
Equity:
Preferred stock, $.001 par value per
share, 5,000,000 shares authorized,
none issued and outstanding at De-
cember 31, 1995 and December 31,
1996................................ -- -- --
Common stock 120,000,000 shares
authorized, 14,073,679, 45,695,529
and 46,057,078 shares issued at
December 31, 1995, December 31, 1996
and June 30, 1997, respectively..... 14,074 45,696 46,057
Additional paid-in capital............ 8,539,599 50,583,558 66,516,155
Unrealized gain on marketable securi-
ties................................. 4,687 3,747 3,443
Treasury Stock, at cost, 1,549,172,
62,700 and 62,700 shares outstanding
at December 31, 1995 and 1996 and
June 30, 1997, respectively.......... (34,477) (1,325,815) (1,325,815)
Retained earnings..................... 14,077,327 14,323,106 5,161,281
Cumulative foreign currency transla-
tion adjustment...................... 73,685 (155,904) 134,281
Limited partners' deficit............. (1,450,330) -- --
----------- ------------ ------------
Total equity......................... 21,224,565 63,474,388 70,535,402
----------- ------------ ------------
Total liabilities and equity......... $90,607,719 $149,261,088 $157,506,774
=========== ============ ============
</TABLE>

The accompanying notes are an integral part of this supplemental consolidated
balance sheet.

F-3
<PAGE>

SNYDER COMMUNICATIONS, INC.

SUPPLEMENTAL CONSOLIDATED STATEMENT OF INCOME
(NOTE 1)

<TABLE>
<CAPTION>
SIX MONTHS ENDED
FOR THE YEARS ENDED DECEMBER 31, JUNE 30,
---------------------------------------- --------------------------
1994 1995 1996 1996 1997
------------ ------------ ------------ ------------ ------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C>
Revenues................ $105,145,559 $169,642,573 $235,811,049 $106,340,926 $132,629,570
Operating expenses:
Cost of services....... 61,176,678 106,993,220 161,387,226 73,302,856 86,862,270
Selling, general and
administrative
expenses.............. 21,075,685 30,960,091 48,115,551 21,768,051 28,035,396
Compensation to stock-
holders............... 4,169,179 7,709,274 2,223,321 906,153 --
Acquisition costs...... -- -- -- -- 16,181,134
------------ ------------ ------------ ------------ ------------
Income from operations.. 18,724,017 23,979,988 24,084,951 10,363,866 1,550,770
Interest expense,
including amounts to
related parties of
$620,558, $1,375,202
and $2,312,428 in 1994,
1995 and 1996,
respectively........... (1,395,164) (2,420,998) (3,579,225) (1,839,458) (1,149,690)
Investment income ...... 459,310 852,796 1,495,759 370,655 1,065,464
------------ ------------ ------------ ------------ ------------
Income before taxes and
extraordinary item..... 17,788,163 22,411,786 22,001,485 8,895,063 1,466,544
Income tax provision.... 5,404,663 6,101,316 5,602,969 2,003,337 5,733,922
------------ ------------ ------------ ------------ ------------
Income (loss) before ex-
traordinary item....... 12,383,500 16,310,470 16,398,516 6,891,726 (4,267,378)
Extraordinary item, less
applicable income taxes
of $805,874............ -- -- (1,215,405) -- --
------------ ------------ ------------ ------------ ------------
Net income (loss)....... $ 12,383,500 $ 16,310,470 $ 15,183,111 $ 6,891,726 $ (4,267,378)
============ ============ ============ ============ ============
PRO FORMA INCOME DATA
(UNAUDITED):
Historical income
before income taxes
and extraordinary item
as reported........... $ 17,788,163 $ 22,411,786 $ 22,001,485 $ 8,895,063 $ 1,466,544
Pro forma provision for
income taxes.......... 7,070,795 8,598,454 9,322,029 3,768,838 6,341,275
------------ ------------ ------------ ------------ ------------
Pro forma income (loss)
before extraordinary
item.................. 10,717,368 13,813,332 12,679,456 5,126,225 (4,874,731)
Extraordinary item,
less applicable income
taxes of $805,874 .... -- -- (1,215,405) -- --
------------ ------------ ------------ ------------ ------------
Pro forma net income
(loss)................ $ 10,717,368 $ 13,813,332 $ 11,464,051 $ 5,126,225 $ (4,874,731)
============ ============ ============ ============ ============
Pro forma income (loss)
before extraordinary
item per share........ $ .27 $ .33 $ .30 $ .12 $ (.11)
============ ============ ============ ============ ============
Pro forma net income
(loss) per share...... $ .27 $ .33 $ .27 $ .12 $ (.11)
============ ============ ============ ============ ============
Shares used in
computing pro forma
per share amounts..... 39,910,638 41,483,645 42,744,398 41,227,789 45,518,326
Pro forma fully diluted
income (loss) before
extraordinary item per
share................. $ .27 $ .33 $ .30 $ .12 $ (.11)
============ ============ ============ ============ ============
Pro forma fully diluted
net income (loss) per
share................. $ .27 $ .33 $ .27 $ .12 $ (.11)
============ ============ ============ ============ ============
Shares used in
computing pro forma
fully diluted per
share amounts......... 39,927,943 41,531,171 42,912,725 41,227,789 45,518,326
</TABLE>

The accompanying notes are an integral part of this supplemental consolidated
statement of income.

F-4
<PAGE>

SNYDER COMMUNICATIONS, INC.

SUPPLEMENTAL CONSOLIDATED STATEMENT OF EQUITY
(NOTE 1)

<TABLE>
<CAPTION>
FOREIGN UNREALIZED
ADDITIONAL LIMITED CURRENCY GAIN (LOSS) ON
COMMON PAID-IN RETAINED PARTNERS' TRANSLATION MARKETABLE TREASURY
STOCK CAPITAL EARNINGS DEFICIT ADJUSTMENT SECURITIES STOCK TOTAL
------- ----------- ----------- ----------- ----------- -------------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance, December 31,
1993, as previously
reported............ $ 500 $ 138,342 $ (693,823) $(2,680,421) $ -- $ -- $ -- $(3,235,402)
Pooling of MMD,
Inc................ 1,355 7,140 985,162 -- -- -- -- 993,657
Pooling of American
List............... 4,723 36,703 12,867,120 -- -- -- -- 12,908,546
Pooling of Sample
Corporation of
America............ 3,098 (1,597) 106,226 -- -- -- (34,477) 73,250
------- ----------- ----------- ----------- --------- ------- ----------- -----------
Balance, December 31,
1993, as Restated... 9,676 180,588 13,264,685 (2,680,421) -- -- (34,477) 10,740,051
Pooling of Brann
Holdings Limited... 2,350 504,116 -- -- -- -- -- 506,466
Distributions and
dividends.......... -- -- (4,563,843) (4,563,843)
Foreign currency
translation
adjustment......... -- -- -- -- 46,740 -- -- 46,740
Unrealized loss on
marketable
securities......... -- -- -- -- -- (11,833) -- (11,833)
Common stock
dividend........... 472 6,884,888 (6,885,360) -- -- -- -- --
Exercise of
options............ 4 32,121 -- -- -- -- -- 32,125
Net income.......... -- -- 11,113,559 1,269,941 -- -- -- 12,383,500
------- ----------- ----------- ----------- --------- ------- ----------- -----------
Balance, December 31,
1994................ 12,502 7,601,713 12,929,041 (1,410,480) 46,740 (11,833) (34,477) 19,133,206
Pooling of Bounty
Group Holdings
Limited............ 1,594 170,990 (5,007,918) -- -- -- -- (4,835,334)
Proceeds from sale
of Partnership
interest, net of
income taxes of
$815,000........... -- 1,221,361 -- 13,639 -- -- -- 1,235,000
Distributions and
dividends.......... -- -- (6,354,586) (3,853,169) -- -- -- (10,207,755)
Foreign currency
translation
adjustment......... -- -- -- -- 26,945 -- -- 26,945
Unrealized gain on
marketable
securities......... -- -- -- -- -- 16,520 -- 16,520
Exercise of stock
options............ 6 62,178 -- -- -- -- -- 62,184
Purchase and
retirement of
treasury stock..... (28) (516,643) -- -- -- -- -- (516,671)
Net income.......... -- -- 12,510,790 3,799,680 -- -- -- 16,310,470
------- ----------- ----------- ----------- --------- ------- ----------- -----------
Balance, December 31,
1995................ 14,074 8,539,599 14,077,327 (1,450,330) 73,685 4,687 (34,477) 21,224,565
Proceeds from
Initial Public
Offering........... 4,038 59,169,659 -- -- -- -- -- 59,173,697
Distributions and
dividends.......... -- -- (20,371,479) (8,612,050) -- -- -- (28,983,529)
Reorganization...... 28,959 (15,558,415) 7,630,431 7,899,025 -- -- -- --
Issuance of shares.. 234 193,664 -- -- -- -- -- 193,898
Purchase and partial
retirement of
treasury stock..... (1,674) (2,767,884) (32,929) -- -- -- (1,291,338) (4,093,825)
Unrealized loss on
marketable
securities......... -- -- -- -- -- (940) -- (940)
Exercise of stock
options............ 65 1,006,935 -- -- -- -- -- 1,007,000
Foreign currency
translation
adjustment......... -- -- -- -- (229,589) -- -- (229,589)
Net income.......... -- -- 13,019,756 2,163,355 -- -- -- 15,183,111
------- ----------- ----------- ----------- --------- ------- ----------- -----------
Balance, December 31,
1996................ $45,696 $50,583,558 $14,323,106 $ -- $(155,904) $ 3,747 $(1,325,815) $63,474,388
======= =========== =========== =========== ========= ======= =========== ===========
</TABLE>

The accompanying notes are an integral part of this supplemental consolidated
statement of equity.

F-5
<PAGE>

SNYDER COMMUNICATIONS, INC.

SUPPLEMENTAL CONSOLIDATED STATEMENT OF CASH FLOWS
(NOTE 1)

<TABLE>
<CAPTION>
FOR THE SIX
FOR THE YEARS ENDED DECEMBER 31, MONTHS ENDED JUNE 30,
-------------------------------------- -------------------------
1994 1995 1996 1996 1997
----------- ------------ ----------- ----------- ------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net income............ $12,383,500 $ 16,310,470 $15,183,111 $6,891,726 $ (4,267,378)
Adjustments to
reconcile net income
to net cash provided
by operating
activities:
Depreciation and
amortization........ 2,601,232 3,707,699 6,476,636 885,680 3,555,097
Non cash charge from
accelerated vesting
of Brann Holdings
options............. -- -- -- -- 9,096,899
Loss on repayment of
subordinated debt... -- -- 2,021,279 --
Loss on disposal of
assets.............. -- 133,920 323,385 -- 396,749
Other non cash
expenses............ 234,037 220,743 (1,340,160) (1,005,528) (228,496)
Changes in assets and
liabilities:
Accounts receivable.. (3,316,572) (7,842,979) (4,131,943) (3,540,188) (18,797,075)
Goodwill and other
intangible assets... 195,837 -- (15,030) 319,231 408,963
Unbilled services.... (2,212,878) 645,863 (2,256,593) (2,370,780) 498,787
Deposits and other
assets.............. (535,919) (602,171) (3,686,979) (3,427,881) 127,852
Accrued payroll,
accounts payable and
accrued expenses.... 6,663,696 7,037,034 11,696,126 7,173,930 10,933,451
Unearned revenue..... 640,831 51,401 2,972,025 3,439,849 2,250,990
Less impact from
effect of differing
year ends........... -- -- -- -- (2,760,568)
----------- ------------ ----------- ---------- ------------
Net cash provided by
operating
activities......... 16,653,764 19,661,980 27,241,857 8,366,039 1,215,271
----------- ------------ ----------- ---------- ------------
CASH FLOWS FROM
INVESTING ACTIVITIES:
Purchase of Bounty
Holdings Limited..... -- (5,637,000) -- -- --
Purchase of Brann
Limited.............. (3,498,948) -- -- -- --
Purchase of Good
Neighbor Direct...... -- -- -- -- (4,148,790)
Purchases of property
and equipment........ (3,554,597) (6,077,409) (7,919,834) (2,037,419) (7,588,796)
Proceeds from sale of
equipment............ 173,648 96,099 63,322 -- --
Sale (purchase) of
marketable
securities, net...... (1,959,812) (605,313) -- 994,552 513,033
Proceeds from sale of
investments.......... -- -- 1,421,869 -- --
Note and net advances
to stockholders...... (5,657) (2,764,769) -- -- --
Deferred license
costs................ (600,000) -- -- -- --
Less impact from
effect of differing
year ends............ -- -- -- -- (446,167)
----------- ------------ ----------- ---------- ------------
Net cash used in
investing
activities......... (9,445,366) (14,988,392) (6,434,643) (1,042,867) (11,670,720)
----------- ------------ ----------- ---------- ------------
</TABLE>

F-6
<PAGE>

<TABLE>
<CAPTION>
FOR THE SIX MONTHS
FOR THE YEARS ENDED DECEMBER 31, ENDED JUNE 30,
------------------------------------- -------------------------
1994 1995 1996 1996 1997
----------- ----------- ----------- ----------- ------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM
FINANCING ACTIVITIES:
Repayment of long-term
notes payable to
limited partners and
others................ $(9,305,977) $(3,241,968) $(1,359,897) $ (744,837) $ --
Proceeds from issuance
of subordinated
debentures due to
related parties....... -- 9,531,018 293,656 3,058,402 --
Redemption of Brann
Holdings, Ltd.
preferred stock....... -- -- -- -- (5,110,241)
Redemption of Bounty
Group preferred
stock................. -- -- -- -- (137,906)
Proceeds from issuance
of common stock....... 32,125 62,386 -- -- --
Proceeds from sale of
partnership interest.. -- 2,050,000 -- -- --
Tax effect of equity
transaction........... -- (815,000) -- -- --
Acquisition of common
stock................. -- (516,872) (4,093,824) (2,768,009) (1,325,815)
Debt issuance costs.... (180,774) (603,873) -- -- --
Distributions and
dividends............. (5,392,354) (10,212,438) (25,169,997) (10,996,518) (5,840,757)
Repayment of
subordinated
debentures............ -- -- (6,900,000) -- --
Proceeds from
mandatorily redeemable
preferred stock....... 4,582,098 -- 1,091,057 -- --
Proceeds from line of
credit borrowing...... 7,768,800 1,599,157 1,958,910 -- 2,591,498
Repayment of line of
credit borrowing...... (225,274) (580,013) (2,368,942) (2,356,403) (4,810,816)
Repayment of note
payable............... -- -- -- -- (6,656,301)
Payments on capital
lease obligations..... (674,820) (693,285) (655,092) (26,786) (677,066)
Proceeds from long term
debt.................. -- 1,735,266 734,023 -- --
Proceeds from exercise
of options............ -- -- 425,000 9,394 7,264,508
Proceeds from common
stock issuances,
including Initial
Public Offering....... 506,466 -- 59,656,847 -- --
Impact from effect of
differing year ends... -- -- -- -- 3,704,306
----------- ----------- ----------- ----------- ------------
Net cash provided by
(used in) financing
activities.......... (2,889,710) (1,685,622) 23,611,741 (13,824,757) (10,998,590)
----------- ----------- ----------- ----------- ------------
Effect of exchange rate
changes............... 242,682 (206,593) 738,651 (74,847) 823,830
NET INCREASE (DECREASE)
IN CASH AND
EQUIVALENTS............ 4,561,370 2,781,373 45,157,606 (6,576,432) (20,630,209)
CASH AND EQUIVALENTS,
BEGINNING OF YEAR...... 6,998,699 11,560,069 14,341,442 14,341,442 59,499,048
----------- ----------- ----------- ----------- ------------
CASH AND EQUIVALENTS,
END OF YEAR............ $11,560,069 $14,341,442 $59,499,048 $ 7,765,010 $ 38,868,839
----------- ----------- ----------- ----------- ------------
SUPPLEMENTAL DISCLOSURE
OF CASH FLOW
INFORMATION:
Cash paid for interest
including dividends on
mandatorily redeemable
preferred stock....... $ 1,123,643 $ 1,845,052 $ 3,094,047 $ 1,342,212 $ 981,256
Cash paid for income
taxes................. 5,026,630 6,737,210 7,570,464 845,796 2,838,215
SUPPLEMENTAL DISCLOSURE
OF NONCASH ACTIVITIES:
Equipment purchased
under capital leases.. 268,599 525,926 3,191,298 641,893 --
Distribution of note
receivable from
stockholder to SMS
stockholders.......... -- -- 2,725,000 2,725,000 --
Distribution payable... -- -- 1,087,734 -- --
</TABLE>

The accompanying notes are an integral part of this supplemental consolidated
statement of cash flows.

F-7
<PAGE>

SNYDER COMMUNICATIONS, INC.

NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS

1. ORGANIZATION, BASIS OF PRESENTATION AND BUSINESS:

On October 19, 1988, Collegiate Marketing and Communications, Inc., a
Delaware corporation (the "General Partner"), and a Delaware limited
partnership beneficially owned by Mortimer B. Zuckerman and Fred Drasner (the
"Original Limited Partner") entered into a partnership agreement (the
"Partnership Agreement") pursuant to the provisions of the Delaware Act, under
the name Collegiate Marketing and Communications, L.P. (the "Partnership"). On
September 1, 1989, the name of the Partnership was changed to Snyder
Communications, L.P., and the name of the General Partner was changed to
Snyder Communications, Inc. On May 18, 1995, the Partnership Agreement was
amended to admit several new limited partners into the Partnership. On June
25, 1996, the name of the General Partner was changed to Snyder Marketing
Services, Inc. ("SMS").

Snyder Communications, Inc., a Delaware corporation, was incorporated on
June 25, 1996, to continue the business operations of the Partnership. Snyder
Communications, Inc., in conjunction with all of the existing partners in the
Partnership, reorganized on September 24, 1996 (the "Reorganization"), upon
the effectiveness of the initial public offering of its common stock.

Prior to the Reorganization, SMS owned 63.85 percent of the Partnership and
the limited partners owned the remaining 36.15 percent. The Reorganization
resulted in the stockholders of SMS exchanging 100 percent of their SMS stock
for stock of Snyder Communications, Inc. simultaneously with the limited
partners exchanging their limited partnership interests in the Partnership for
common stock of Snyder Communications, Inc. After consummation of the
Reorganization, Snyder Communications, Inc. owns 100 percent of the stock of
SMS and, directly and indirectly (through its ownership of SMS), 100 percent
of the interests in the Partnership. In connection with the Reorganization,
29,458,400 shares of common stock were issued to the stockholders of Snyder
Communications, Inc.

Because of the continuity of ownership, the Reorganization was accounted for
by combining the assets, liabilities and operations of SMS, the Partnership
and Snyder Communications, Inc., at their historical cost basis. Accordingly,
the accompanying supplemental consolidated balance sheet as of December 31,
1995 and the supplemental consolidated financial statements for the years
ended December 31, 1994 and 1995 include a combination of the accounts of SMS
and the Partnership after elimination of all significant intercompany
transactions. The accompanying supplemental consolidated financial statements
as of and for the year ended December 31, 1996 include the supplemental
consolidated accounts of Snyder Communications, Inc., SMS and the Partnership
(the consolidated entity will be referred to herein as "SCI" or "Snyder
Communications") after elimination of all significant intercompany
transactions. Certain amounts previously presented have been reclassified to
conform to the December 31, 1996 presentation.

Snyder Communications provides outsourced marketing services. SCI designs
and implements marketing programs for its customers utilizing field sales,
teleservices, sponsored WallBoards(R) and product sampling. SCI's operations
are conducted throughout the United States and in the United Kingdom.

During 1997, SCI has acquired several companies in transactions which have
been accounted for as pooling of interests for financial reporting purposes.
The following is a summary of these transactions, as well as a brief
description of the primary business of the acquired companies.

MMD, INC.-- On January 6, 1997, SCI acquired MMD, Inc. ("MMD") in a merger
transaction in which MMD became a wholly owned subsidiary of SCI. In this
transaction, 966 shares of outstanding MMD common stock were converted into
1,354,500 shares of SCI common stock. MMD was incorporated under the laws of
the state of New Jersey on December 7, 1982. MMD's principal business activity
involves marketing medical

F-8
<PAGE>

SNYDER COMMUNICATIONS, INC.

NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

products for pharmaceutical companies, utilizing field sales, throughout the
United States. MMD previously utilized an October 31 year-end. Concurrent with
its merger with SCI, MMD changed its fiscal year-end to December 31 and
restated its financial statements to conform to SCI's calendar reporting.

BRANN HOLDINGS LIMITED--On March 27, 1997, SCI acquired Brann Holdings
Limited ("Brann") in a share exchange transaction in which Brann became a
wholly owned subsidiary of SCI. In this transaction, 339,000 shares of
outstanding Brann common stock were converted into 2,350,152 shares of SCI
common stock, while 63,850 Brann options, which were fully vested and
immediately exercisable, were converted into 389,730 SCI options with similar
terms. Brann, a United Kingdom ("U.K.") registered company, began operations
on January 25, 1994 when it acquired all of the outstanding common stock of
Brann Direct Marketing Limited through a management buy-out. On January 11,
1995, Brann Direct Marketing Limited changed its name to Brann Limited.
Brann's principal business activities are planning, creating and delivering
direct response marketing communications; marketing systems design and
consultancy; print production services; and telephone and response management
services, for companies involved in marketing, advertising and direct selling
and services. Brann's operations are conducted throughout the United Kingdom.

AMERICAN LIST CORPORATION--On July 11, 1997, SCI acquired American List
Corporation ("American List") in a merger transaction in which American List
became a wholly owned subsidiary of SCI. In this transaction, 4,414,318 shares
of outstanding American List shares were converted into 5,032,322 shares of
SCI common stock, while 82,090 American List options were converted into
93,583 SCI options with terms similar to the American List options prior to
their conversion. American List, through its wholly-owned subsidiary, American
Student List Company, Inc. ("ASL"), develops, maintains and markets databases
of high school, college and pre-school through junior high school students in
the United States. ASL rents lists to its customers derived from its database
for use primarily in direct mail and marketing programs. ASL's customers
consist mainly of list brokers, advertising agencies, financial institutions,
retailers and educational institutions. These customers are located primarily
in the United States. American List previously utilized a February 28, year-
end. Concurrent with its merger with SCI, American List changed its fiscal
year-end to December 31.

BOUNTY GROUP HOLDINGS LIMITED--On July 13, 1997, SCI acquired Bounty Group
Holdings Limited ("Bounty") in a share exchange transaction in which Bounty
became a wholly owned subsidiary of SCI. In this transaction, 500,000 shares
of outstanding Bounty common stock were converted into 1,483,240 shares of SCI
common stock, while 33,312 Bounty options, which were fully vested and
immediately exercisable, were converted into 96,472 SCI options with similar
terms. Bounty, a U.K. registered company, began operations on August 24, 1995,
when it acquired all of the outstanding common stock of Bounty Holdings
Limited through a leveraged management buy-out. Bounty provides targeted
product sampling and proprietary health-oriented publications to expectant
mothers, new mothers and parents of toddlers in the U.K. and Ireland.

SAMPLING CORPORATION OF AMERICA--On July 14, 1997, SCI acquired Sampling
Corporation of America ("SCA") in a merger transaction in which SCA became a
wholly owned subsidiary of SCI. In this transaction, 750 shares of outstanding
SCA shares were converted into 1,549,172 shares of SCI common stock. SCA was
incorporated on October 13, 1981 in the State of Illinois under the Illinois
Business Corporation Act. SCA was formed to provide targeted marketing and
product distribution to school age children. On behalf of its customers,
primarily packaged goods manufacturers, SCA designs advertising programs and
distributes product samples and coupons to primary and secondary schools,
daycare centers, colleges and immigrant organizations.

Collectively the MMD, Brann, American List, Bounty and SCA business
combinations will be referred to herein as the "Acquisitions." The
Acquisitions have been accounted for as a pooling of interests for financial
reporting purposes. The accompanying supplemental financial statements have
been retroactively restated to

F-9
<PAGE>

SNYDER COMMUNICATIONS, INC.

NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

reflect the combined supplemental financial position and combined supplemental
results of operations and supplemental cash flows of SCI, MMD, Brann, American
List, Bounty and SCA for all periods presented, giving effect to the
Acquisitions as if they had occurred at the beginning of the earliest period
presented (the combined entity will be referred to herein as the "Company").
The accompanying supplemental consolidated balance sheets as of December 31,
1995 and 1996 reflect the combination of the accounts of American List as of
February 29, 1996 and February 28, 1997, respectively, while the related
supplemental consolidated statements of income, equity and cash flows for each
of the three years in the period ended December 31, 1996 reflect the
combination of the American List statements of income, equity and cash flows
for the three years in the period ended February 28, 1997, respectively. The
supplemental consolidated balance sheets for all periods presented give effect
to the conversion of the shares of MMD, Brann, American List, Bounty and SCA
common stock into 11,769,338 shares of SCI common stock. Generally accepted
accounting principles prohibit giving effect to a consummated business
combination accounted for by the pooling of interests method in financial
statements that do not include the date of the combination's consummation. The
accompanying supplemental financial statements do not extend through the dates
of consummation of SCI's combination with American List, Bounty and SCA;
however, they will become the historical consolidated financial statements of
SCI after financial statements covering the dates of consummation of these
business combinations are issued.

The following details revenues and net income (loss) for each of the years
ended December 31, 1994, 1995 and 1996 and for the six months ended June 30,
1996 and 1997 of Snyder and the previously separate entities of MMD, Brann,
American List, Bounty, and SCA (the "Pooled Entities") through the dates of
their respective mergers.

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31, SIX MONTHS ENDED JUNE 30,
-------------------------------------- -------------------------
1994 1995 1996 1996 1997
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Revenues:
Snyder................ $ 11,740,235 $ 42,891,561 $ 82,839,947 $ 34,861,276 $ 87,564,859
Pooled Entities....... 93,405,324 126,751,012 152,971,102 71,479,650 45,064,711
------------ ------------ ------------ ------------ ------------
$105,145,559 $169,642,573 $235,811,049 $106,340,926 $132,629,570
============ ============ ============ ============ ============
Net Income (Loss):
Snyder................ $ 1,389,995 $ 3,971,760 $ 6,977,003 $ 4,200,531 $ (9,029,412)
Pooled Entities....... 10,993,505 12,338,710 8,206,108 2,691,195 4,762,034
------------ ------------ ------------ ------------ ------------
$ 12,383,500 $ 16,310,470 $ 15,183,111 $ 6,891,726 $ (4,267,378)
============ ============ ============ ============ ============
</TABLE>

The Company recognized a charge to first quarter 1997 income of
approximately $16.2 million (before income taxes) related to costs incurred
and resulting from the MMD and Brann business combinations. This charge
consisted primarily of investment banking, other professional service fees and
certain U.K. excise and transfer taxes as well as a charge of approximately
$9.1 million related to the accelerated vesting of Brann options (see Note
12).

In addition, the Company anticipates recognizing a charge to third quarter
1997 income of approximately $16.8 million (before income taxes) relating to
the American List, Bounty and SCA business combinations. This charge consists
primarily of investment banking, other professional service fees, legal
expenses, certain U.K. excise and transfer taxes, and the writeoff of certain
intangible assets which became impaired as a result of a combination.

There are important risks associated with the Company's business and
financial results. These risks include: (i) the Company's current reliance on
one significant client, which constituted 21 percent of its 1996 revenues and
on other major clients (see Note 3); (ii) the Company's ability to sustain and
manage future growth; (iii) the

F-10
<PAGE>

SNYDER COMMUNICATIONS, INC.

NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Company's ability to manage and successfully integrate the businesses it has
acquired and may acquire in the future; (iv) the Company's ability to
successfully manage its international operations; (v) the potential adverse
effects of fluctuations in foreign exchange rates; (vi) the Company's
dependence on industry trends toward outsourcing of marketing services; (vii)
the risks associated with the Company's reliance on technology and the risk of
business interruption resulting from a temporary or permanent loss of such
technology; and (viii) the dependence of the Company's success on its
executive officers and other key employees, in particular, its Chairman of the
Board of Directors and Chief Executive Officer.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Cash and Equivalents

Cash and equivalents are comprised principally of amounts in operating
accounts, money market investments, and other short-term instruments, stated
at cost which approximates market value, with original maturities of three
months or less.

Marketable Securities

The Company's investments are classified into three categories. Those
securities classified as "trading" or "available-for-sale" are reported at
market value. Debt securities consisting of municipal bonds are classified as
"held-to-maturity" and are reported at amortized cost. Cost is determined
using the specific identification method. Unrealized gains and losses from
securities "available-for-sale" are reported as a separate component of
stockholders' equity, net of related tax effects.

Debt Issuance Costs

Debt issuance costs, are charged to expense as additional interest expense
over the life of the related debt using the interest method.

Property and Equipment

Property and equipment is stated at cost. The Company depreciates furniture,
fixtures and office and telephone equipment on a straight-line basis over
three to ten years; WallBoard(R) displays over five years; computer equipment
over two to four years; automobiles over three to five years and buildings
over fifty years. Leasehold improvements are amortized on a straight-line
basis over the shorter of the term of the lease or the estimated useful life
of the improvements.

When assets are retired or sold, the cost and related accumulated
depreciation and amortization are removed from the accounts and any gain or
loss is reflected in income.

Revenue Recognition

F-11
<PAGE>

SNYDER COMMUNICATIONS, INC.

NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

bad debt experience of the customer base submitted by the Company, the
achievement of targeted customer goals and certain minimum usage and life
measures of the customer base. At the point of revenue recognition, an
allowance is recorded by the Company based on an estimate for these returned
commissions. The allowance is estimated based on the Company's historical
experience and periodically reviewed by the Company and adjusted when
necessary.

MEDIA AND SAMPLING SERVICES--Media and Sampling services revenues are
recognized over the contract term as program services are rendered. Unearned
revenue is recorded for billings prior to the earning of such revenue.

MEDICAL SERVICES--The Company recognizes revenue and associated costs when
services have been performed by field representatives. Unbilled services
represent revenues earned on contracts, but billed in a subsequent accounting
period.

INTERNATIONAL SERVICES--The Company provides integrated targeted marketing
services to its clients in the United Kingdom under contracts that provide for
payment as services are rendered. Services provided include database
management, creative design, teleservices, direct response marketing, and
print production. Revenues are recognized as services are rendered in
accordance with the terms of the contracts.

DATA DELIVERY SERVICES--Revenues from the sale of lists are recognized upon
the shipment to customers of lists on computerized labels, magnetic tape or
computer diskettes for a one-time usage. Additional billings are made by the
Company for additional usage by the customers.

Goodwill and Other Intangible Assets

Goodwill was recorded in connection with the January 25, 1994 acquisition of
Brann Limited by Brann, and the August 24, 1995 acquisition of Bounty Holdings
Limited by Bounty and is being amortized on a straight-line basis over thirty
years from the acquisition dates. When conditions or events occur which
management believes might impact the book value of the goodwill, an analysis
of estimated future undiscounted cash flows is undertaken to determine if any
write down in the carrying value of the goodwill is required.

Costs of purchased lists are amortized on a straight-line basis over their
estimated useful lives, generally one to five years. The Company determines
the useful lives of its lists based upon the estimated period of time such
lists are marketable. The Company periodically reviews the marketability of
its lists and, accordingly, the respective estimated useful lives. Such
reviews, to date, have not resulted in revised estimates of the useful lives
of the lists.

The costs of licenses to use, reproduce, and distribute lists are amortized
on a straight-line basis over the term of the related license agreement. In
the event that facts and circumstances indicate that the deferred cost of the
license may be impaired, an evaluation of recoverability would be performed.
If an evaluation is required, the estimated future undiscounted cash flows
associated with the license would be compared to the asset's carrying amount
to determine if a write-down to market value or discounted cash flow value is
required. Impairment would be recognized in operating results if a permanent
diminution in value were to occur. In conjunction with SCI's acquisition of
American List, SCA and Bounty in July 1997 and the Company's current
competitive strategy, management determined that the intangible asset
associated with the license fee had been impaired, and accordingly an
impairment loss will be recorded in the third quarter of 1997.

Income Taxes

The accompanying supplemental consolidated financial statements reflect no
provision for Federal or state income taxes related to income earned by the
Partnership prior to the Reorganization since each of the partners

F-12
<PAGE>

SNYDER COMMUNICATIONS, INC.

NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

of the Partnership reflected their share of the Partnership's net income on
their respective tax returns. Prior to January 1, 1996, SMS was taxed as a C
corporation and, accordingly, a provision (benefit) for taxes of SMS is
reflected in the accompanying supplemental consolidated statement of income
for each of the two years in the period ended December 31, 1995. During this
period, SMS accounted for income taxes in accordance with Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes" "SFAS
No. 109". Effective January 1, 1996, SMS elected to be taxed as an S
corporation under the Internal Revenue Code. In lieu of corporate taxes, the
stockholders of an S corporation are taxed on their proportionate share of the
Company's taxable income.

Effective with the Reorganization, SCI is treated as a C corporation for
Federal and state income tax purposes. At the date of the Reorganization, SCI
recognized a net deferred tax asset and an associated tax benefit equal to the
cumulative net deductible temporary differences existing at that date. The
income tax provision recorded for the year ended December 31, 1996 includes a
provision for income taxes for SCI for the period from September 24, 1996, the
date of the Reorganization, through December 31, 1996, offset by the net
deductible temporary differences existing at the date of the Reorganization.

Prior to November 1, 1992, MMD filed its income tax return using the cash-
basis method of reporting. Beginning November 1, 1992, MMD switched to the
accrual method. In connection with this change, MMD, for income tax purposes,
was required to recognize additional taxable income of approximately $642,000
over a four-year period, beginning in 1993. Accordingly, at December 31, 1995,
a deferred income tax liability of $78,601 is reflected as the balance due for
the change in the tax accounting method described above and is included in
accounts payable and accrued expenses in the accompanying supplemental
consolidated balance sheet.

During 1994, MMD elected to be taxed as a small business corporation (S
corporation) under the applicable sections of the Code and New York state
income tax laws. Accordingly, no provision for Federal income taxes has been
made for MMD in the accompanying supplemental consolidated financial
statements. However, MMD is subject to New York state income tax at reduced
rates and New York City income tax. MMD elected to retain its tax fiscal year-
end, which was October 31, 1995 through October 31, 1996. As an S corporation
with a year-end which is other than a calendar year, a deposit was required to
be held on account with the IRS. This deposit amounted to $283,183 and
$316,777 as of December 31, 1995 and 1996, respectively. As a result of the
merger transaction discussed above, MMD has changed its tax fiscal year-end to
December 31.

SCA elected to be taxed as an S corporation effective January 1, 1995.
Accordingly, no provision for Federal or state income taxes has been made for
SCA in the accompanying 1995 and 1996 supplemental consolidated financial
statements.

Both Brann and Bounty incur and pay taxes in the U.K. on a corporate level
similar to a C corporation in the United States.

Pro Forma Income Data (Unaudited)

The unaudited pro forma net income and net income per share amounts include
a provision for Federal and state income taxes as if the Company had been a
taxable C corporation for all periods presented. The shares used in computing
pro forma net income per share assume that the Reorganization and the
Acquisitions had occurred at the beginning of each of the periods presented,
reflect the issuance of additional shares as a result of the 1996 initial
public offering of stock, the exercise of stock options, and the repurchase of
outstanding shares by a subsidiary of the Company prior to its merger with
SCI. The pro forma income tax rate reflects the combined Federal and state
income taxes of approximately 39.8 percent, 38.4 percent and 42.4 percent, for
the years ended December 31, 1994, 1995 and 1996, respectively, and 42.4
percent and 40.4 percent for the six months ended June 30, 1996 and 1997,
respectively.

F-13
<PAGE>

SNYDER COMMUNICATIONS, INC.

NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Accounting for Stock Options

The Company accounts for its stock-based compensation plan using the
intrinsic value based method in accordance with the provisions of APB Opinion
No. 25, "Accounting for Stock Issued to Employees." Pro forma disclosure of
net income and earnings per share, calculated as if the Company accounted for
its stock-based compensation plan using the fair value based method in
accordance with the provisions of Statement of Financial Accounting Standards
No. 123, "Accounting for Stock-Based Compensation" ("SFAS No. 123"), is
included in Note 12.

Interim Financial Statements

The combined supplemental financial statements of Snyder Communications as
of and for the six months ending June 30, 1996, and 1997, presented herein
have been prepared by the Company without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. As a result, certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
omitted. The financial statements reflect all adjustments (consisting of only
normal recurring adjustments) which, in the opinion of management, are
necessary to present fairly the combined financial position of the Company as
of June 30, 1997 and the results of its operations and cash flows for the six
months ended June 30, 1996 and 1997.

Foreign Currency Translations

Assets and liabilities of Brann and Bounty are translated using the exchange
rate in effect at the balance sheet date. Revenue and expense accounts for
these subsidiaries are translated using the average exchange rate during the
period. Foreign currency translation adjustments are disclosed as a separate
component of equity.

Estimates and Assumptions

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates. The
Company's most significant estimates relate to certain of its contracts to
provide outsourced marketing services. The terms of these contracts provide
that the Company's clients may seek a return of previously paid commissions if
certain defined characteristics or performance standards are not met. The
Company has recorded an allowance in the accompanying supplemental
consolidated financial statements in an amount which it considers sufficient
to satisfy any claims which might be made pursuant to these provisions. During
the quarter ended March 31, 1997, the Company completed all services required
under its MCI contract and recorded $2.3 million of revenue which had been
deferred at December 31, 1996.

Concentration of Credit Risk

Concentration of credit risk is limited to cash and cash equivalents,
marketable securities, accounts receivable, and unbilled services and is
subject to the financial conditions of certain major clients as described in
Note 3. The Company places its investments in highly rated financial
institutions, United States Treasury bills, investments grade short-term debt
instruments and state and local municipalities, while limiting the amount of
credit exposure to any one entity. The Company's receivables are concentrated
with customers in the telecommunications, pharmaceutical and consumer packaged
goods industries. The Company does not require collateral or other security to
support clients' receivables.

F-14
<PAGE>

SNYDER COMMUNICATIONS, INC.

NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

New Accounting Pronouncements

During February 1997, the Financial Accounting Standards Board issued
Statements of Financial Accounting Standards No. 128, "Earnings Per Share"
("SFAS No. 128"). This statement is effective for years ending after December
15, 1997 and will be implemented by the Company in its December 31, 1997
financial statements.

SFAS No. 128 requires primary earnings per share ("EPS") to be replaced with
basic EPS. Primary EPS is computed by dividing reported earnings available to
common stockholders by the weighted average number of shares outstanding
without consideration of common stock equivalents or other potentially
dilutive securities. Fully diluted EPS, now called diluted EPS is still
included. As discussed in Note 12, SCI adopted its stock option plan and began
offering stock options in September 1996. Because the options were outstanding
for only a short period of time during 1996, management has established that
the effect of this pronouncement on the computation of basic EPS is immaterial
for 1996. However, in future years, when the options are outstanding for the
entire year, management has estimated that the Company's reported EPS will be
higher under SFAS No. 128 than under the old EPS standard.

During June 1997, the Financial Accounting Standards Board issued SFAS No.
130 "Reporting Comprehensive Income" ("SFAS No. 130"). This statement is
effective for years beginning after December 15, 1997. SFAS No. 130
establishes standards for reporting and display of comprehensive income and
its components in a full set of general purpose financial statements.
Management is currently evaluating the impact of SFAS No. 130.

3. SIGNIFICANT CLIENTS:

The Company had one client which represented 2, 15 and 21 percent of the
Company's total revenues for the years ended December 31, 1994, 1995 and 1996,
respectively. The loss of this client would have a material adverse effect on
the Company's business. The Company's principal contract with this client
extends through December 1997. In January 1997 the Company entered into
another two-year contract with this client to provide additional services. The
Company had a second client which represented 12, 12, and 7 percent of the
Company's total revenues for the years ended December 31, 1994, 1995, 1996,
respectively.

4. MARKETABLE SECURITIES

The amortized cost, unrealized gains and losses, and market values of the
Company's held-to-maturity and available-for-sale securities are summarized as
follows:

<TABLE>
<CAPTION>
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED MARKET
COST GAINS LOSSES VALUE
----------- ---------- ------------ ----------
<S> <C> <C> <C> <C>
DECEMBER 31, 1996
Held to maturity, maturing in
less than one year:
State and municipal bonds.... $ 5,571,856 $ 4,493 $ (5,945) $5,570,404
Certificates of deposit...... 188,656 -- (547) 188,109
----------- ------- -------- ----------
$ 5,760,512 $ 4,493 $ (6,492) $5,758,513
=========== ======= ======== ==========
Available for sale:
Equity securities............ $ 104,452 $ 1,192 $(23,739) $ 81,905
Government income securi-
ties........................ 498,162 -- (43,167) 454,995
----------- ------- -------- ----------
$ 602,614 $ 1,192 $(66,906) $ 536,900
=========== ======= ======== ==========
</TABLE>

F-15
<PAGE>

SNYDER COMMUNICATIONS, INC.

NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

<TABLE>
<CAPTION>
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED MARKET
COST GAINS LOSSES VALUE
---------- ---------- ------------ ----------
<S> <C> <C> <C> <C>
DECEMBER 31, 1995
Held to maturity, maturing in
less than one year:
State and municipal bonds..... $6,484,774 $ 8,116 $ (718) $6,492,172
U.S. Treasury bills........... 500,353 -- (116) 500,237
Certificates of deposit....... 281,956 -- (541) 281,415
---------- ------- -------- ----------
$7,267,083 $ 8,116 $ (1,375) $7,273,824
========== ======= ======== ==========
Available for sale:
Equity securities............. $ 102,882 $ 1,091 $(30,760) $ 73,213
Government income securities.. 469,808 -- (35,052) 434,756
---------- ------- -------- ----------
$ 572,690 $ 1,091 $(65,812) $ 507,969
========== ======= ======== ==========
DECEMBER 31, 1994
Held to maturity, maturing in
less than one year:
State and municipal bonds..... $6,214,203 $ 3,566 $(15,947) $6,201,822
U.S. Treasury bills........... 613,840 14,362 -- 628,202
---------- ------- -------- ----------
$6,828,043 $17,928 $(15,947) $6,830,024
========== ======= ======== ==========
Available for sale:
Equity securities............. $ 173,293 $ 803 $(43,763) $ 130,333
Government income securities.. 439,968 -- (46,934) 393,034
---------- ------- -------- ----------
$ 613,261 $ 803 $(90,697) $ 523,367
========== ======= ======== ==========
</TABLE>

As a result of changes in market value of the available-for-sale security
portfolio, a valuation adjustment of $3,747, $4,687 and $(11,833), net of
deferred taxes, is recorded as a separate component of stockholders' equity at
December 31, 1996, December 31, 1995 and December 31, 1994.

5. PROPERTY AND EQUIPMENT:

Property and equipment consists of the following.

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------
1995 1996
------------ ------------
<S> <C> <C>
WallBoards (R)...................................... $ 1,829,398 $ 1,790,206
Buildings and machinery............................. 11,190,974 14,102,142
Computer equipment.................................. 10,308,974 14,054,956
Office and telephone equipment...................... 7,844,374 13,061,161
Furniture and fixtures.............................. 1,535,312 1,918,262
------------ ------------
32,709,032 44,926,727
Accumulated depreciation............................ (15,407,438) (21,281,124)
------------ ------------
$ 17,301,594 $ 23,645,603
============ ============
</TABLE>

F-16
<PAGE>

SNYDER COMMUNICATIONS, INC.

NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

6. GOODWILL AND OTHER INTANGIBLE ASSETS:

Goodwill and other intangible assets consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------
1995 1996
----------- -----------
<S> <C> <C>
Goodwill.............................................. $11,783,628 $12,940,034
Unamortized costs of lists............................ 3,886,624 5,121,445
License agreement..................................... 3,339,369 3,339,782
----------- -----------
19,009,621 21,401,261
Less accumulated amortization......................... (3,393,267) (5,352,573)
----------- -----------
$15,616,354 $16,048,688
=========== ===========
</TABLE>

Goodwill arose from the Brann and Bounty management buy-outs in January 1994
and August 1995, respectively which were accounted for as purchase business
combinations.

Effective July 1, 1994, American List entered into an exclusive licensing
agreement, whereby it obtained a ten-year license to use, reproduce and
distribute a defined segment of the licensor's lists and to use their sources
and customer list to compile and market American List's own lists. As
consideration for the granting of the license, American List is obligated to
pay a total of $4,200,000. The license fee is payable in three annual
installments of $600,000 which began July 1994; three annual installments of
$500,000 beginning July 1997; three annual installments of $250,000 beginning
July 2000; and a final installment of $150,000 in July 2003 (see Note 7 ). The
Company has recorded the cost and related obligation for the license, net of
imputed interest at 7.25 percent, which approximated $3.3 million. The net
cost of the license is being amortized on a straight-line basis over the ten-
year term of the license agreement. In conjunction with SCI's acquisition of
American List, SCA and Bounty in July 1997 and the Company's current
competitive strategy, management determined that the intangible asset
associated with the license fee had been impaired and accordingly, an
impairment loss of approximately $1.9 million will be recorded in the
Company's third quarter 1997 income statement as an acquisition related cost.

Amortization expense of goodwill and other intangible assets totaled
$1,383,083, $2,010,184 and $1,959,306 in 1994, 1995 and 1996, respectively.

7. DEBT:

As of the date of this Prospectus, the Company has approximately $5.0
million in debt related to the Bounty loan payable to a commercial bank. All
other debt has been repaid subsequent to December 31, 1996.

Long-Term Borrowings

Brann had a loan payable to a commercial bank in the amount of $7,246,290
and $7,165,631 as of December 31, 1995 and 1996, respectively. The loan had an
interest rate of 7.6275 percent per annum until January 28, 1999, at which
date the interest rate was to change to the bank's base rate plus 1.75
percent. The loan was payable in annual installments of $855,700, until March
1, 2004, when the entire unpaid amount was due in full. The loan was secured
by Brann's assets and the book value of the loan approximated its fair value
as of December 31, 1996. On April 14, 1997, the full amount of the loan
outstanding was repaid.

Bounty has a loan payable to a commercial bank in the amount of $3,296,000
and $4,114,000 as of December 31, 1995 and 1996, respectively. The loan bears
interest at 2.75 percent above the bank's base rate, which equates to an
interest rate of 8.75 percent at December 31, 1996. The book value of the loan
approximated its fair value at December 31, 1996. The loan is secured by all
of the assets of Bounty.

F-17
<PAGE>

SNYDER COMMUNICATIONS, INC.

NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

American List is obligated under a license agreement to make future payments
(see Note 6 ). This net obligation of $2,339,000 and $1,914,000 at December
31, 1995 and 1996, respectively, has been classified as a long-term borrowing
in the accompanying supplemental consolidated balance sheet. Of these amounts,
$445,645 and $374,113 have been classified as current as of December 31, 1995
and 1996, respectively.

Related Party Borrowings -- Subordinated Debentures

On October 28, 1996 SCI used approximately $7.0 million of cash to redeem in
full the subordinated debentures ("the Debentures") due to related parties.
The Debentures were originally issued on May 18, 1995, with a face amount of
$6.0 million. Cash proceeds of $5.0 million were received upon issuance of the
Debentures. The difference between the cash proceeds received and the face
amount of the Debentures was accounted for as an original issue discount. The
Debentures had a stated interest rate of 12.25 percent (effective interest
rate to maturity of approximately 17 percent) and an original maturity date of
December 31, 2001. The Debentures were classified as long term at December 31,
1995, because SCI did not have the intent to repay them at that date. The $7.0
million payment consisted of the face amount of the Debentures, a prepayment
penalty and accrued interest. A non-recurring charge of $1.2 million, net of a
$805,874 tax benefit, was recorded at December 31, 1996 as an extraordinary
loss related to this early debt extinguishment. The non-recurring charge
consists of prepayment penalties and the write-off of unamortized discount and
debt issuance costs.

Related Party Borrowings -- Stockholder Loans

Bounty borrowed approximately $10.4 million from certain stockholders to
fund, in part, its August, 1995 management buy-out of Bounty Holdings Limited.
The borrowings had interest rates ranging from 0 percent to 10 percent with
maturities beginning in 1996 and extending through 2008. At December 31, 1996
and 1995, $11.7 million and $10.4 million, respectively, remained outstanding
under these borrowings. In July 1997, the full amount outstanding under these
borrowings was repaid.

Notes Payable

Concurrent with the formation of the Partnership, the Original Limited
Partner loaned the Partnership $350,000 as evidenced by a promissory note. On
May 10, 1989, the Partnership entered into another promissory note agreement
with the Original Limited Partner to repay the principal amount of advances
previously made by the Original Limited Partner to the Partnership. Effective
January 1, 1993, all prior notes payable and the related accrued interest to
the Original Limited Partner were combined into one note totaling $3,252,781.
This note bore interest of 8.00 percent per annum. This note was paid in full
in May of 1995 with a portion of the proceeds from the Debentures.

Future minimum payments as of December 31, 1996 on all long-term borrowings
are as follows:

<TABLE>
<S> <C>
1997............................................................... $ 3,346,690
1998............................................................... 2,651,367
1999............................................................... 2,996,100
2000............................................................... 2,748,759
2001............................................................... 2,750,004
Thereafter......................................................... 9,290,430
-----------
Total future minimum payments...................................... 23,783,350
Less -- current portion............................................ 3,346,690
-----------
Total.............................................................. $20,436,660
===========
</TABLE>

F-18
<PAGE>

SNYDER COMMUNICATIONS, INC.

NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Lines of Credit

SCI obtained a $2.5 million line of credit in September 1996. The line of
credit has a variable rate of interest with borrowings payable on an
amortizing basis to September 1999, the date the line expires. At December 31,
1996, approximately $0.9 million was outstanding and the interest rate was
6.75 percent. The weighted average interest for the period ended December 31,
1996 was 6.71 percent.

MMD has a $2.0 million revolving line of credit agreement with a bank. The
line of credit has a variable interest rate based on the bank's prime rate
(8.25 percent as of December 31, 1996). MMD had $1.0 and $0.5 million
outstanding on this line at December 31, 1995 and 1996, respectively, and the
effective interest rate was 8.0 percent for the year ended December 31, 1996.
Borrowings pursuant to the line of credit are collateralized by substantially
all of the assets of MMD. In February 1997, MMD paid off the outstanding
balance of $0.5 million.

Brann and Bounty maintain lines of credit for general business expenditures.
These lines bear interest at the commercial bank's base rate plus 1.25 percent
to 2.75 percent. There was $1.0 million outstanding under these lines of
credit at December 31, 1996.

8. INCOME TAXES:

Prior to January 1, 1996, SMS was taxed as a C corporation for Federal and
state corporate income tax purposes. Effective January 1, 1996, SMS elected to
be taxed as an S corporation and accordingly, SMS's income was taxable to its
stockholders.

During 1994, MMD elected to be taxed as an S corporation for Federal and
state corporate income tax purposes. However, MMD is subject to New York State
income tax at reduced rates and New York City income tax.

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-------------------------------------
1994 1995 1996
----------- ----------- -----------
<S> <C> <C> <C> <C>
Current................. U.S.-Federal $ 3,281,639 $ 4,250,500 $ 4,964,176
U.S.-State and City 1,062,608 887,347 1,125,938
U.K. 978,948 1,669,582 885,095
----------- ----------- -----------
5,323,195 6,807,429 6,975,209
----------- ----------- -----------
Deferred................ U.S.-Federal 83,000 51,000 (668,618)
U.S.-State and City -- 9,000 (114,824)
U.K. (1,532) 48,887 (588,798)
----------- ----------- -----------
81,468 108,887 (1,372,240)
Tax effect of equity
transaction............ -- (815,000) --
----------- ----------- -----------
Income tax provision.... $ 5,404,663 $ 6,101,316 $ 5,602,969
=========== =========== ===========
</TABLE>

F-19
<PAGE>

SNYDER COMMUNICATIONS, INC.

NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

The provision for taxes on income before extraordinary item differs from the
amount computed by applying the U.S. Federal income tax rate as a result of
the following:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
---------------------------
1994 1995 1996
-------- -------- --------
<S> <C> <C> <C>
Taxes at statutory U.S. Federal income tax rate.. 35.00% 35.00% 35.00%
U.S./U.K. tax rate differential.................. (0.23) (0.38) 0.12
Income taxed directly to owners.................. (9.85) (10.44) (13.92)
State and city income taxes, net of Federal tax
benefit......................................... 4.79 2.55 3.24
Tax effect of Reorganization..................... -- -- (2.93)
Tax effect of dividends on mandatorily redeemable
preferred stock................................. 0.60 0.54 0.83
Tax effect of goodwill amortization.............. 0.21 0.47 0.61
Tax effect of U.K. permanent differences......... 0.64 0.33 1.83
Other............................................ (0.78) (0.85) 0.69
------- -------- --------
Effective tax rate............................... 30.38% 27.22% 25.47%
======= ======== ========
</TABLE>

Deferred income taxes are recorded based upon differences between the
financial statement and tax bases of assets and liabilities. As of December
31, 1995 and 1996 temporary differences that give rise to the deferred tax
assets and liabilities consisted of the following:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-------------------------
1995 1996
------------ ------------
<S> <C> <C>
Accrued expenses and other liabilities............... $ 85,318 $ 1,281,339
Allowance for doubtful accounts...................... 40,000 42,582
Tax losses of a subsidiary of Bounty................. 2,768,819 3,051,836
Tax benefit of capital losses........................ 1,090,697 1,202,183
Other................................................ 17,751 --
----------- ------------
Gross deferred tax assets............................ 4,002,585 5,577,940
----------- ------------
Property and equipment............................... (273,766) (97,029)
Prepaid pension cost................................. (60,321) (83,859)
Valuation allowance.................................. (3,859,516) (4,254,019)
----------- ------------
Gross deferred tax liabilities....................... (4,193,603) (4,434,907)
----------- ------------
Net deferred tax (liability) asset................... $ (191,018) $ 1,143,033
=========== ============
</TABLE>

Two subsidiaries of Bounty have certain tax capital and operating losses
which can be realized only if these subsidiaries generate taxable capital
gains or operating income, respectively. At December 31, 1995 and 1996,
management determined that a valuation allowance against the deferred tax
asset associated with these tax losses was required.

At December 31, 1996, cumulative undistributed earnings of Brann and Bounty
were approximately $1.7 million. No provision for U.S. income taxes or U.K.
withholding taxes has been made since the Company considers these
undistributed earnings to be permanently invested in the U.K. The Company has
estimated that because of available tax planning strategies such earnings, if
repatriated, would not result in an additional material tax provision.

F-20
<PAGE>

SNYDER COMMUNICATIONS, INC.

NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

9. GEOGRAPHICAL DATA:

After giving effect to the Acquisitions, the Company has operations in both
the United States and the U.K. Financial information by country is as follows:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
--------------------------------------
1994 1995 1996
------------ ------------ ------------
<S> <C> <C> <C>
Revenues
United States......................... $ 62,194,407 $ 99,258,383 $150,380,935
U.K................................... 42,951,152 70,384,190 85,430,114
------------ ------------ ------------
Total revenues.......................... $105,145,559 $169,642,573 $235,811,049
============ ============ ============
Income from operations
United States......................... $ 15,764,193 $ 18,381,336 $ 23,114,686
U.K................................... 2,959,824 5,598,652 970,265
------------ ------------ ------------
Total income from operations............ $ 18,724,017 $ 23,979,988 $ 24,084,951
============ ============ ============
<CAPTION>
1995 1996
------------ ------------
<S> <C> <C>
Identifiable assets
United States......................... $ 43,637,861 $ 97,323,934
U.K................................... 46,969,858 51,937,154
------------ ------------
Total identifiable assets............... $ 90,607,719 $149,261,088
============ ============
</TABLE>

10. LEASES:

The Company leases certain facilities, office equipment and other assets. The
following is a schedule of future minimum lease payments for capital leases and
for operating leases (with initial or remaining terms in excess of one year at
December 31, 1996).

<TABLE>
<CAPTION>
CAPITAL OPERATING
YEARS ENDING DECEMBER 31, LEASES LEASES
------------------------- ----------- -----------
<S> <C> <C>
1997.................................................. $ 1,354,384 $ 6,257,309
1998.................................................. 1,494,700 5,484,707
1999.................................................. 648,001 4,446,459
2000.................................................. 80,590 3,637,791
2001.................................................. -- 3,175,806
Thereafter............................................ -- 10,640,657
----------- -----------
Total minimum lease payments.......................... 3,577,675 $33,642,729
-----------
Less--Amount representing interest.................... (415,019)
-----------
Total obligation under capital leases................. 3,162,656
Less--Current portion................................. (1,108,954)
-----------
Long-term portion..................................... $ 2,053,702
-----------
</TABLE>

Property and equipment, net, on the supplemental consolidated balance sheets
includes $1,326,069 and $3,791,991 for equipment purchased under capital leases
as of December 31, 1995 and 1996, respectively.

Rental expense for all operating leases was approximately $2,151,257,
$3,754,413 and $5,145,736 for the years ended December 31, 1994, 1995 and 1996,
respectively.

F-21
<PAGE>

SNYDER COMMUNICATIONS, INC.

NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

11. CAPITAL STOCK:

On September 30, 1996 SCI completed an initial public offering of 8,970,000
shares of its common stock, par value $0.001 per share (the "Common Stock") at
an offering price of $17.00 per share. The offering included 4,038,162 newly
issued shares of Common Stock sold by SCI and 4,931,838 previously outstanding
shares of Common Stock sold by selling stockholders. SCI received net proceeds
of $59.2 million from the offering (after deducting the costs associated with
the offering). SCI did not receive any proceeds from the sale of shares of
Common Stock in the offering by the selling stockholders.

In May 1995, SMS sold a 6.15 percent interest in the Partnership for
$2,050,000 in cash proceeds. These proceeds are reflected (net of associated
income taxes of $815,000 and SMS's basis in the equity interest) as a
contribution to additional paid-in capital in the accompanying supplemental
consolidated financial statements.

12. STOCK INCENTIVE PLAN:

In September 1996, SCI adopted the 1996 Stock Incentive Plan (the "Stock
Option Plan"). The Stock Option Plan authorizes SCI to grant incentive stock
options, non-qualified stock options, restricted stock awards and stock
appreciation rights ("SARs"). Subject to adjustment, the aggregate number of
shares of Common Stock which may be issued under the Stock Option Plan upon
exercise of options, SARs or in the form of restricted stock may not exceed
five million shares.

In conjunction with Brann's purchase of Brann Limited in January 1994, Brann
adopted a stock option plan. Granted options were exercisable upon a sale or
flotation of Brann as defined in the terms of the plan. No compensation
expense has been recognized in the supplemental financial statements for the
Brann options for any of the periods presented as the conditions for their
exercise were not probable at any of the balance sheet dates. In conjunction
with the acquisition of Brann by SCI, all of the outstanding options of Brann
were exchanged for options of the common stock of the Company under the Stock
Option Plan. The exchange of Brann options for SCI options was based on the
final common stock exchange rates used in the acquisition, with the SCI
options possessing identical terms to the Brann options at the date of
conversion. Management recognized a charge to first quarter income of
approximately $9.1 million related to the accelerated vesting of these
options.

The exercise price of options granted under the Stock Option Plan may not be
less than 100 percent (110 percent in the case of an optionee who is a 10
percent stockholder) of the fair market value per share of Common Stock on the
date of the option grant. The vesting and other provisions of the options are
determined by the Company's Board of Directors. All options granted as of
December 31, 1996 vest on or before the fourth anniversary of the date of
grant and expire on or before the tenth anniversary of the date of grant.

A summary of the activity within the Stock Option Plan, for the three years
ended December 31, 1996, after giving retroactive effect to the conversion of
the Brann, Bounty and American List options, is as follows:

<TABLE>
<CAPTION>
SHARES OUTSTANDING
---------------------------
1994 1995 1996
------- ------- ---------
<S> <C> <C> <C>
Beginning of year.................................. 45,708 558,200 652,390
Granted.......................................... 516,254 128,829 4,329,359
Exercised........................................ (3,762) (7,171) (65,214)
Forfeited........................................ -- (27,468) (280,520)
Expired.......................................... -- -- (85,500)
------- ------- ---------
End of year........................................ 558,200 652,390 4,550,515
======= ======= =========
Exercisable at end of year......................... 463,093
=========
</TABLE>

F-22
<PAGE>

SNYDER COMMUNICATIONS, INC.

NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

<TABLE>
<CAPTION>
WEIGHTED AVERAGE EXERCISE
PRICE
--------------------------
1994 1995 1996
-------- -------- --------
<S> <C> <C> <C>
Beginning of year.................................... $ 9.33 $ 4.14 $ 5.43
Granted............................................ 3.70 10.07 17.01
Exercised.......................................... 9.33 8.93 13.93
Forfeited.......................................... -- 0.27 15.65
Expired............................................ -- -- 15.79
End of year.......................................... 4.12 5.42 15.50
</TABLE>

The weighted average option fair value on the grant date was $8.85 for
options issued during the year ended December 31, 1996.

The following table presents information related to the 4,550,515 options
outstanding at December 31, 1996.

<TABLE>
<CAPTION>
WEIGHTED
COMPANY OPTIONS NUMBER EXERCISE AVERAGE CONTRACTUAL
ISSUED BY OF OPTIONS PRICE LIFE IN YEARS
- --------------- ---------- ------------- -------------------
<S> <C> <C> <C>
Snyder prior to initial public
offering........................ 3,767,500 $ 17.00 9.69
Snyder subsequent to initial
public offering................. 194,500 $ 19.38-$27 9.93
Brann............................ 400,422 $ 0.27-$2.67 7.00
Bounty........................... 91,501 $ 0.52-$1.73 0.96
American List.................... 96,592 $15.79-$23.58 7.53
---------
4,550,515
=========
</TABLE>

The fair value of each option grant is estimated on the date of grant using
a Black-Scholes option pricing model with the following weighted average
assumptions used for grants in 1996: risk-free interest rate of 6.2 percent,
expected dividend yield of zero, expected life of 5 years, and expected
volatility of 50 percent.

If the Company had recorded compensation expense using the fair value based
method prescribed by SFAS No. 123, the Company's pro forma net income and pro
forma net income per share amounts would have been reduced to the following as
adjusted amounts.

<TABLE>
<S> <C> <C>
Pro forma net income (loss): As reported $11,464,051
As adjusted 4,568,897
Pro forma net income (loss) per share: As reported $ .27
As adjusted .11
Pro forma fully diluted net income (loss) per share: As reported $ .27
As adjusted .11
</TABLE>

13. MANDATORILY REDEEMABLE PREFERRED STOCK:

The preferred shares were redeemed in full subsequent to December 31, 1996,
as part of the Acquisitions.

On January 25, 1994, in connection with the acquisition of Brann Direct
Marketing Limited by Brann Holdings, fixed cumulative mandatorily redeemable
preferred shares with a par value of (Pounds)0.90 were issued for
(Pounds)1.00. All of the 3,067,000 authorized shares were issued yielding
proceeds of $4,582,098 less associated issue costs of $129,978. A fixed
cumulative dividend was payable at the following rates:

<TABLE>
<S> <C>
1994.................................................................. 5%
1995.................................................................. 6%
1996.................................................................. 7%
Thereafter............................................................ 8%
</TABLE>

F-23
<PAGE>

SNYDER COMMUNICATIONS, INC.

NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

The shares were redeemable at (Pounds)1.00 per share, including the
(Pounds)0.10 premium per share on the following dates by the holders or
earlier at the option of Brann.

<TABLE>
<CAPTION>
NUMBER
-------
<S> <C>
December 31, 1998................................................. 517,000
December 31, 1999................................................. 850,000
December 31, 2000................................................. 850,000
December 31, 2001................................................. 850,000
</TABLE>

In October 1996, Bounty issued 750,000 shares of fixed cumulative
mandatorily redeemable preferred shares with a par value of (Pounds)1.0 per
share. A fixed cumulative dividend was payable on these preferred shares at 8
percent through December, 1997 increasing to 10 percent thereafter. The shares
were mandatorily redeemable in five equal annual installments beginning March
31, 2003.

Both the Brann and Bounty preferred shares are mandatorily redeemable on
specific dates, do not carry voting rights unless dividends are in arrears,
which has not occurred, and are not convertible into common equity.
Accordingly, the preferred shares are classified as long-term debt obligations
and the dividends, as well as the amortization of associated issue costs and
discounts, are charged as a component of interest expense in the accompanying
supplemental consolidated financial statements. Dividends included in interest
expense were $324,784, $366,096 and $456,083 in 1994, 1995 and 1996,
respectively.

14. PENSION AND PROFIT-SHARING PLANS:

Brann operates The Brann Retirement Benefits Plan, which is a funded defined
benefit plan available to all employees. The assets of the plan are held
separately from those of Brann and are invested in managed funds principally
comprising equity securities. Plan benefits are based on years of service and
compensation levels at the time of retirement. The funding of the plan is
determined following consultation with actuaries using the projected unit
credit method.

An actuarial valuation of the pension plan is performed on a triennial basis
consistent with regulations governing pensions plans and the accounting
therefor in the United Kingdom. SFAS No. 87 requires an annual valuation of a
plan's assets and liabilities. For purposes of these supplemental financial
statements, the actuarial value of the plan's liabilities has been estimated
using the available actuarial valuations and the plan's asset values reflect
the actual market value of those assets at each balance sheet date based on
records maintained by the plan's trustees. The most recent actuarial valuation
of the plan's liabilities was performed as of April 1, 1996. The significant
assumptions used and the funded status of the plan are set out in the tables
below.

Significant Assumptions

<TABLE>
<CAPTION>
AS OF DECEMBER 31,
--------------------
1994 1995 1996
------ ------ ------
% % %
------ ------ ------
<S> <C> <C> <C>
Discount rate....................................... 9.0 8.0 8.0
Expected long-term rate of return on plan assets.... 10.0 9.0 9.0
Rate of increase in compensation.................... 7.0 6.0 6.0
</TABLE>

Net Periodic Pension Cost

Net periodic pension cost is determined using the assumptions as of the
beginning of the year and is comprised of the following (in thousands).

F-24
<PAGE>

SNYDER COMMUNICATIONS, INC.

NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
----------------------------
1994 1995 1996
-------- -------- --------
<S> <C> <C> <C>
Service cost.................................... $ 812 $ 726 $ 1,109
Interest cost on projected benefit obligation... 521 710 875
Actual return on plan assets.................... 935 (1,704) (1,078)
Net amortization of unrecognized net (gain) loss
and deferral of actual return on plan assets... (1,578) 915 125
-------- -------- --------
Net periodic pension cost....................... $ 690 $ 647 $ 1,031
======== ======== ========
</TABLE>

Funded Status

The funded status is determined using the assumption as of the end of the
year and is reflected as follows (in thousands).

<TABLE>
<CAPTION>
AS OF DECEMBER 31,
-------------------
1995 1996
--------- ---------
<S> <C> <C>
Actuarial present value of benefit obligations:
Accumulated and fully vested............................. $ 9,033 $ 11,501
-------- ---------
Accumulated benefit obligation............................. 9,033 11,501
Effect of projected future compensation levels............. 1,918 2,430
-------- ---------
Projected benefit obligation............................... 10,951 13,931
Plan assets at fair value.................................. 9,930 13,777
-------- ---------
Plan assets less than projected benefit obligation......... (1,021) (154)
Unrecognized loss.......................................... 1,206 411
-------- ---------
Prepaid pension cost....................................... $ 185 $ 257
======== =========
</TABLE>

Effective March 1, 1974, American List adopted both pension and profit-
sharing plans covering all full-time employees, as defined, which provide for
death and retirement benefits. The noncontributory plans are funded through
the purchase of insurance policies and contributions to trust funds.

Contributions and trust earnings of the plans are credited to the account of
each employee. The plans are defined contribution plans and, accordingly,
individual benefits are limited to the balance of the trust funds and amounts
payable under the insurance policies.

Bounty operates two defined contribution pension plans. The assets of the
plans are held in separate trustee administered funds.

SCA has a profit sharing plan which covers substantially all employees.
Contributions are at the discretion of the Company. The Company also has a
401(k) plan for which no employer contribution is made.

Pension and profit sharing costs related to the American List, SCA and
Bounty plans amounted to approximately $252,000, $290,000 and $423,000 for
1994, 1995 and 1996, respectively.

15. RELATED PARTIES:

SCI's headquarters office space is leased from a third party, in which one
of the former limited partners has an ownership interest. Rent paid under this
lease was $355,483, $771,855, and $1,125,542 in 1994, 1995, and 1996,
respectively.

F-25
<PAGE>

SNYDER COMMUNICATIONS, INC.

NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

During 1995, SCI advanced $2,725,000 to a stockholder of SMS as evidenced by
a promissory note. The note was non-interest bearing and secured by SMS stock.
This note was distributed to the SMS stockholders, pro rata, on June 30, 1996.

SCI produces a WallBoard(R) for which a publication beneficially owned by
the Original Limited Partner is one of the sponsors. Such publication
participates as a sponsor in exchange for the use by the Company of its
editorial information. Because it is not practicable to estimate the benefit
received by or provided to SCI and the Original Limited Partner, no accounting
recognition has been provided for this transaction in the accompanying
supplemental consolidated financial statements.

16. COMPENSATION TO STOCKHOLDERS:

Prior to the Reorganization, SCI's operations were conducted by the
Partnership. SMS, the general partner of the Partnership, paid compensation to
certain officers and employees of the Partnership for services performed for
SMS. The compensation from SMS was in addition to the compensation that these
individuals received from the Partnership. Following consummation of the
Reorganization, these individuals are not performing any comparable duties or
responsibilities for SMS. No such compensation was paid by SMS to these
individuals in 1996 nor is any such compensation expected to be paid in the
future. This non-recurring compensation is included in compensation to
stockholders on the consolidated statement of income for the year ended
December 31, 1995.

Prior to its merger with SCI, the stockholders of MMD received compensation
for services provided to MMD. Following this merger, two of the former
stockholders are not performing comparable duties for MMD. No such
compensation is expected to be paid to these individuals in the future. The
remaining individual has entered into an employment agreement with the Company
which provides for compensation at a reduced level compared to that paid for
the periods presented. Based on this individual's compensation for the year
ended December 31, 1996, it is anticipated that compensation levels will
decrease approximately $1.1 million in 1997.

The sole stockholder of SCA has entered into an employment agreement with
the Company, which provides for compensation at a reduced level compared to
that for the periods presented. Based on this individual's compensation for
the year ended December 31, 1996, it is anticipated that compensation levels
will decrease approximately $0.7 million in 1997.

17. COMMITMENTS AND CONTINGENCIES:

An officer of one of the acquired Companies was terminated in February 1997,
and the matter is subject to ongoing litigation. Due to changes in fact which
resulted from the acquisition, the Company will record a liability in the
third quarter equal to the expected cost to resolve the matter.

The Company is subject to lawsuits, investigations and claims arising out of
the conduct of its business, including those related to commercial
transactions, contracts, government regulation and employment matters. Certain
claims, suits and complaints have been filed or are pending against the
Company. In the opinion of management, all matters are without merit or are of
such kind, or involve such amounts, as would not have a material effect on the
financial position or results of operations of the Company if disposed of
unfavorably.

F-26
<PAGE>

SNYDER COMMUNICATIONS, INC.

NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

the IRS has requested documentation from MMD to support MMD's classification
of its field representatives as independent contractors. The Company believes
that it has adequate support for its treatment of field representatives as
independent contractors. In the opinion of management, the resolution of this
matter will not have a material effect on the financial position or results of
operations of the Company, and adequate provision for any potential losses has
been made in the accompanying supplemental consolidated financial statements.

18. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED, IN THOUSANDS, EXCEPT PER
SHARE DATA):

The following table summarizes financial data by quarter for the Company for
1995 and 1996, giving effect to the acquisitions as if they had occurred at
the beginning of the earliest period presented.

<TABLE>
<CAPTION>
QUARTER ENDED 1995
-------------------------------------------------
MARCH
31 JUNE 30 SEPTEMBER 30 DECEMBER 31 TOTAL
------- ------- ------------ ----------- --------
<S> <C> <C> <C> <C> <C>
Revenues.................... $34,936 $36,157 $44,659 $53,891 $169,643
Gross profit................ 13,508 11,837 16,719 20,585 62,649
Net income.................. 4,053 2,798 6,775 2,684 16,310
Pro forma net income........ 3,609 2,258 5,284 2,662 13,813
Pro forma net income per
share...................... $ 0.09 $ 0.05 $ 0.13 $ 0.06 $ 0.33
</TABLE>

<TABLE>
<CAPTION>
QUARTER ENDED 1996
-------------------------------------------------
MARCH
31 JUNE 30 SEPTEMBER 30 DECEMBER 31 TOTAL
------- ------- ------------ ----------- --------
<S> <C> <C> <C> <C> <C>
Revenues.................... $50,914 $55,427 $60,864 $68,606 $235,811
Gross profit................ 16,220 16,818 19,603 21,783 74,424
Income before extraordinary
item....................... 3,730 3,162 5,481 4,025 16,398
Net income.................. 3,730 3,162 5,481 2,810 15,183
Pro forma net income before
extraordinary item......... 2,856 2,270 3,406 4,147 12,679
Pro forma net income........ 2,856 2,270 3,406 2,932 11,464
Pro forma net income before
extraordinary item per
share...................... $ 0.07 $ 0.06 $ 0.08 $ 0.09 $ 0.30
Pro forma net income per
share...................... $ 0.07 $ 0.06 $ 0.08 $ 0.06 $ 0.27
</TABLE>

19. SUBSEQUENT EVENT:

On January 17, 1997, the Company acquired Supermarket Communications
Systems, Inc. ("SCS"). SCS provides marketing services through information
centers located in over 7,000 targeted retail outlets. Upon consummation of
the acquisition, SCS's name was changed to Good Neighbor Direct, Inc. ("Good
Neighbor"), and the information centers acquired will be operated by the
Company through Good Neighbor. The purchase price of $4,149,000 was paid in
cash.

F-27
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Snyder Communications, Inc.:

We have audited the accompanying consolidated balance sheet of Snyder
Communications, Inc. and subsidiaries (the "Company") as of December 31, 1995
and 1996, and the related consolidated statements of income, equity, and cash
flows for each of the three years in the period ended December 31, 1996. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits. We did not audit the financial
statements of Brann Holdings Limited included in the consolidated financial
statements of the Company, which statements reflect total assets constituting
61 percent and 30 percent of the related consolidated totals as of December
31, 1995 and 1996, respectively, and revenues constituting 53 percent, 47
percent and 35 percent of the related consolidated totals in 1994, 1995 and
1996, respectively. These statements were audited by other auditors whose
report thereon has been furnished to us, and our opinion expressed herein,
insofar as it relates to the amounts included for Brann Holdings Limited, is
based solely upon the report of the other auditors.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits and the report of other
auditors provide a reasonable basis for our opinion.

In our opinion, based on our audit and the report of the other auditors, the
consolidated financial statements referred to above present fairly, in all
material respects, the financial position of Snyder Communications, Inc. and
subsidiaries as of December 31, 1995 and 1996, and the results of their
operations and their cash flows for each of the three years in the period
ended December 31, 1996.

Arthur Andersen LLP

/s/ Arthur Andersen LLP

Washington, D.C.
July 28, 1997

F-28
<PAGE>

SNYDER COMMUNICATIONS, INC.

CONSOLIDATED BALANCE SHEET
(NOTE 1)

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------- JUNE 30,
1995 1996 1997
----------- ------------ ------------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and equivalents................. $ 9,033,620 $ 53,475,047 $ 31,308,162
Accounts receivable, net of allowance
for doubtful accounts of $533,306,
$779,863 and $1,067,461 at December
31, 1995 and 1996, and June 30, 1997
respectively........................ 16,162,548 20,353,637 31,839,874
Unbilled services.................... 1,567,015 3,823,608 3,324,821
Inventory............................ 682,095 763,284 695,970
Deferred tax asset................... 143,069 1,323,921 2,457,286
Prepaid expenses and other assets.... 797,234 2,073,625 2,396,199
----------- ------------ ------------
Total current assets............... 28,385,581 81,813,122 72,022,312
Note and advances to stockholders...... 2,770,426 -- --
Property and equipment, net............ 11,896,761 17,315,877 21,665,010
Deferred financing costs, net.......... 496,001 -- --
Goodwill............................... 3,173,828 3,386,861 8,692,367
Deposits and other assets.............. 825,977 2,077,682 659,542
----------- ------------ ------------
Total assets....................... $47,548,574 $104,593,542 $103,039,231
=========== ============ ============
LIABILITIES AND EQUITY
Current liabilities:
Lines of credit...................... $ 1,768,710 $ 2,294,522 $ 619,183
Current obligations under capital
leases.............................. 299,942 1,108,954 1,026,698
Accrued payroll...................... 2,894,745 5,175,719 2,570,887
Accounts payable and accrued ex-
penses.............................. 18,401,528 26,774,652 32,583,809
Unearned revenue..................... 2,273,704 4,641,998 4,664,081
Distribution payable................. -- 1,087,734 --
----------- ------------ ------------
Total current liabilities.......... 25,638,629 41,083,579 41,464,658
Subordinated debentures due to related
parties............................... 5,125,821 -- --
Deferred income taxes.................. 334,087 170,817 2,763,120
Deferred rent.......................... 43,949 88,718 89,811
Brann Holdings Limited mandatorily
redeemable preferred stock, held by
related parties....................... 4,596,793 5,110,241 --
Long-term obligations under capital
leases................................ 461,247 1,726,395 1,134,194
Long-term debt......................... 6,477,580 6,316,777 --
----------- ------------ ------------
Total liabilities.................... 42,678,106 54,496,527 45,451,783
----------- ------------ ------------
Commitments and contingencies
Equity:
Preferred stock, $.001 par value per
share, 5,000,000 shares authorized,
none issued and outstanding at De-
cember 31, 1995, December 31, 1996
and June 30, 1997................... -- -- --
Common stock 120,000,000 shares
authorized, 3,704,652, 37,226,214 and
37,932,644 shares issued and
outstanding at December 31, 1995,
December 31, 1996 and June 30, 1997,
respectively.......................... 4,204 37,226 37,933
Additional paid-in capital............. 1,870,959 46,006,027 62,591,290
Retained earnings...................... 4,450,585 3,759,015 (5,269,056)
Cumulative foreign currency translation
adjustment............................ (4,950) 294,747 227,281
Limited partners' deficit.............. (1,450,330) -- --
----------- ------------ ------------
Total equity....................... 4,870,468 50,097,015 57,587,448
----------- ------------ ------------
Total liabilities and equity....... $47,548,574 $104,593,542 $103,039,231
=========== ============ ============
</TABLE>

The accompanying notes are an integral part of this consolidated balance sheet.

F-29
<PAGE>

SNYDER COMMUNICATIONS, INC.

CONSOLIDATED STATEMENT OF INCOME
(NOTE 1)

<TABLE>
<CAPTION>
FOR THE SIX MONTHS
FOR THE YEARS ENDED DECEMBER 31, ENDED JUNE 30,
--------------------------------------- -------------------------
1994 1995 1996 1996 1997
----------- ------------ ------------ ----------- ------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C>
Revenues................ $80,429,038 $132,801,373 $185,440,413 $84,755,353 $103,533,084
Operating expenses:
Cost of services....... 53,218,580 93,824,100 139,358,642 63,680,597 73,786,222
Selling, general and
administrative ex-
penses................ 15,754,501 21,721,130 33,739,130 15,019,472 19,275,682
Compensation to stock-
holders............... 3,009,064 7,034,274 1,548,321 906,153 --
Acquisition costs...... -- -- -- -- 16,181,134
----------- ------------ ------------ ----------- ------------
Income from operations.. 8,446,893 10,221,869 10,794,320 5,149,131 (5,709,954)
Interest expense, in-
cluding amounts to re-
lated parties of
$620,558, $1,149,537
and $1,370,736 in 1994,
1995 and 1996, respec-
tively................. (1,248,678) (1,771,269) (1,992,578) (1,050,404) (409,151)
Interest income......... 80,880 316,304 840,770 110,837 882,372
----------- ------------ ------------ ----------- ------------
Income before taxes and
extraordinary item..... 7,279,095 8,766,904 9,642,512 4,209,564 (5,236,733)
Income tax provision.... 1,465,146 1,571,693 1,411,741 86,337 3,791,338
----------- ------------ ------------ ----------- ------------
Income before extraordi-
nary item.............. 5,813,949 7,195,211 8,230,771 4,123,227 (9,028,071)
Extraordinary item, less
applicable income taxes
of $805,874............ -- -- (1,215,405) -- --
----------- ------------ ------------ ----------- ------------
Net income.............. $ 5,813,949 $ 7,195,211 $ 7,015,366 $ 4,123,227 $ (9,028,071)
=========== ============ ============ =========== ============
Pro forma income data
(unaudited):
Historical income
before income taxes
and extraordinary
item as reported...... $ 7,279,095 $ 8,766,904 $ 9,642,512 $ 4,209,564
Pro forma provision
for income taxes...... 3,087,792 3,574,267 4,292,846 1,874,098
----------- ------------ ------------ -----------
Pro forma income be-
fore extraordinary
item.................. 4,191,303 5,192,637 5,349,666 2,335,466
Extraordinary item,
less applicable
income taxes of
$805,874.............. -- -- (1,215,405) --
----------- ------------ ------------ -----------
Pro forma net income... $ 4,191,303 $ 5,192,637 $ 4,134,261 $ 2,335,466
=========== ============ ============ ===========
Pro forma income be-
fore extraordinary
item per share...... $ 0.13 $ 0.16 $ 0.16 $ 0.07 $ (0.24)
----------- ------------ ------------ ----------- ------------
Pro forma net income
per share........... $ 0.13 $ 0.16 $ 0.12 $ 0.07 $ (0.24)
=========== ============ ============ =========== ============
Shares used in com-
puting pro forma per
share amounts....... 33,163,052 33,163,052 34,454,967 33,163,052 37,543,890
Pro forma fully
diluted income
before extraordinary
item per share...... $ 0.13 $ 0.16 $ 0.16 $ 0.07 $ (0.24)
----------- ------------ ------------ ----------- ------------
Pro forma fully di-
luted net income per
share............... $ 0.13 $ 0.16 $ 0.12 $ 0.07 $ (0.24)
=========== ============ ============ =========== ============
Shares used in
computing pro forma
fully diluted per
share amounts....... 33,163,052 33,163,052 34,534,984 33,163,052 37,543,890
</TABLE>

The accompanying notes are an integral part of this consolidated statement of
income.

F-30
<PAGE>

SNYDER COMMUNICATIONS, INC.

CONSOLIDATED STATEMENT OF EQUITY
(NOTE 1)

<TABLE>
<CAPTION>
FOREIGN
ADDITIONAL LIMITED CURRENCY
COMMON PAID-IN RETAINED PARTNERS' TRANSLATION
STOCK CAPITAL EARNINGS DEFICIT ADJUSTMENT TOTAL
------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Balance, December 31,
1993, as previously
reported............... $ 500 $ 138,342 $ (693,823) $(2,680,421) $ -- $(3,235,402)
Pooling of MMD, Inc..... 1,354 7,140 985,162 -- -- 993,656
------- ----------- ----------- ----------- -------- -----------
Balance, December 31,
1993, as restated...... 1,854 145,482 291,339 (2,680,421) -- (2,241,746)
Pooling of Brann
Holdings Limited....... 2,350 504,116 -- -- -- 506,466
Distributions and
dividends.............. -- -- (1,829,320) -- -- (1,829,320)
Foreign currency
translation
adjustment............. -- -- -- -- 46,740 46,740
Net income.............. -- -- 4,544,008 1,269,941 -- 5,813,949
------- ----------- ----------- ----------- -------- -----------
Balance, December 31,
1994................... 4,204 649,598 3,006,027 (1,410,480) 46,740 2,296,089
Proceeds from sale of
partnership interest,
net of income taxes of
$815,000............... -- 1,221,361 -- 13,639 -- 1,235,000
Distributions and
dividends.............. -- -- (1,950,974) (3,853,168) -- (5,804,142)
Foreign currency
translation
adjustment............. -- -- -- -- (51,690) (51,690)
Net income.............. -- -- 3,395,532 3,799,679 -- 7,195,211
------- ----------- ----------- ----------- -------- -----------
Balance, December 31,
1995................... 4,204 1,870,959 4,450,585 (1,450,330) (4,950) 4,870,468
Proceeds from Initial
Public Offering........ 4,038 59,169,659 -- -- -- 59,173,697
Distributions and
dividends.............. -- -- (13,174,013) (8,612,050) -- (21,786,063)
Reorganization.......... 28,959 (15,558,416) 7,630,431 7,899,026 -- --
Exercise of stock
options................ 25 424,975 -- -- -- 425,000
Tax effect of option
exercises.............. -- 98,850 -- -- -- 98,850
Foreign currency
translation
adjustment............. -- -- -- -- 299,697 299,697
Net income.............. -- -- 4,852,012 2,163,354 -- 7,015,366
------- ----------- ----------- ----------- -------- -----------
Balance, December 31,
1996................... $37,226 $46,006,027 $ 3,759,015 $ -- $294,747 $50,097,015
======= =========== =========== =========== ======== ===========
</TABLE>

The accompanying notes are an integral part of this consolidated statement of
equity.

F-31
<PAGE>

SNYDER COMMUNICATIONS, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS
(NOTE 1)

<TABLE>
<CAPTION>
FOR THE SIX MONTHS
FOR THE YEARS ENDED DECEMBER 31, ENDED JUNE 30,
-------------------------------------- -------------------------
1994 1995 1996 1996 1997
----------- ----------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C>
Cash flows from
operating activities:
Net income............ $ 5,813,949 $ 7,195,211 $ 7,015,366 $ 4,123,227 $ (9,028,071)
Adjustments to
reconcile net income
to net cash provided
by operating
activities:
Depreciation and
amortization......... 2,254,721 2,976,674 4,884,171 563,367 2,981,051
Noncash expense from
accelerated vesting
of Brann Holdings,
Ltd. options......... -- -- -- -- 9,096,899
Loss on repayment of
subordinated debt.... -- -- 2,021,279 -- --
Loss on disposal of
assets............... -- 133,920 323,385 -- 396,749
Other non-cash
expenses............. 2,866 30,285 (1,392,841) (401,207) 181,912
Changes in assets and
liabilities:
Accounts receivable... (2,352,669) (4,948,013) (4,191,089) (3,184,467) (11,255,024)
Unbilled services..... (2,212,878) 645,863 (2,256,593) (2,370,780) 498,787
Deposits and other
assets............... (131,391) (549,864) (2,755,094) (2,133,989) 954,548
Accrued payroll,
accounts payable and
accrued expenses..... 6,987,985 6,314,592 10,876,317 7,199,162 3,268,442
Unearned revenue...... 512,470 583,892 2,368,294 961,664 22,083
----------- ----------- ------------ ----------- ------------
Net cash provided by
(used in) operating
activities.......... 10,875,053 12,382,560 16,893,195 4,756,977 (2,882,624)
----------- ----------- ------------ ----------- ------------
Cash flows from
investing activities:
Purchase of property
and equipment........ (3,191,837) (4,731,512) (6,755,977) (1,512,112) (7,832,673)
Purchase of Brann
Limited.............. (3,498,948) -- -- -- --
Purchase of Good
Neighbor............. -- -- -- -- (4,148,790)
Proceeds from sale of
investments.......... -- -- 145,469 -- --
Note and advances to
stockholders......... (5,657) (2,764,769) -- 45,426 --
----------- ----------- ------------ ----------- ------------
Net cash used in
investing
activities.......... (6,696,442) (7,496,281) (6,610,508) (1,466,686) (11,981,463)
----------- ----------- ------------ ----------- ------------
Cash flows from
financing activities:
Repayment of long-term
notes payable to
limited partners and
others............... (9,258,807) (2,641,968) -- (144,837) (6,316,777)
Proceeds from issuance
of subordinated
debentures due to
related parties...... -- 5,000,000 -- -- --
Proceeds from sale of
partnership
interest............. -- 2,050,000 -- -- --
Tax effect of equity
transaction.......... -- (815,000) -- -- --
Debt issuance costs... (180,774) (557,000) -- -- --
Distributions and
dividends............ (1,829,320) (5,804,142) (17,973,329) (7,504,376) (1,087,734)
Repayment of
subordinated
debentures........... -- -- (6,900,000) -- --
Proceeds from line of
credit borrowing..... 7,768,800 1,000,000 1,958,910 -- --
Repayment of line of
credit borrowing..... (225,274) (580,013) (2,368,942) (996,521) (1,675,339)
Payments on capital
lease obligations.... (674,820) (650,933) (655,092) -- (674,456)
Proceeds from exercise
of options........... -- -- 425,000 -- 7,257,858
Proceeds from Common
Stock issuances,
including Initial
Public Offering...... 5,088,564 -- 59,173,697 -- --
Redemption of Brann
Holdings mandatorily
redeemable stock..... -- -- -- -- (5,110,241)
----------- ----------- ------------ ----------- ------------
Net cash provided by
(used in) financing
activities.......... 688,369 (2,999,056) 33,660,244 (8,645,734) (7,606,689)
Effect of exchange
rate changes......... 242,682 (112,837) 498,496 (386,984) 303,891
----------- ----------- ------------ ----------- ------------
Net increase (decrease)
in cash and
equivalents........... 5,109,662 1,774,386 44,441,427 (5,742,427) (22,166,885)
Cash and equivalents,
beginning of year..... 2,149,572 7,259,234 9,033,620 9,033,620 53,475,047
----------- ----------- ------------ ----------- ------------
Cash and equivalents,
end of year........... $ 7,259,234 $ 9,033,620 $ 53,475,047 $ 3,291,193 $ 31,308,162
=========== =========== ============ =========== ============
Supplemental disclosure
of cash flow
information:
Cash paid for interest
including dividends
on mandatorily
redeemable preferred
shares............... $ 1,123,643 $ 1,437,791 $ 1,736,304 $ 823,158 $ 331,836
Cash paid for income
taxes................ $ 464,427 $ 1,512,112 $ 3,130,956 $ 56,410 $ 1,680,575
Supplemental disclosure
of noncash activities:
Equipment purchased
under capital
leases............... $ 268,599 $ 525,956 $ 2,703,823 $ 641,893 --
Distribution of note
receivable from
stockholder to SMS
stockholders......... $ -- $ -- $ 2,725,000 $ 2,725,000 --
Distribution payable.. $ -- $ -- $ 1,087,734 -- --
</TABLE>

The accompanying notes are an integral part of this consolidated statement of
cash flows.

F-32
<PAGE>

SNYDER COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. ORGANIZATION, BASIS OF PRESENTATION AND BUSINESS:

Because of the continuity of ownership, the Reorganization was accounted for
by combining the assets, liabilities and operations of SMS, the Partnership
and Snyder Communications, Inc., at their historical cost basis. Accordingly,
the accompanying consolidated balance sheet as of December 31, 1995 and the
consolidated financial statements for the years ended December 31, 1994 and
1995 include a combination of the accounts of SMS and the Partnership after
elimination of all significant intercompany transactions. The accompanying
consolidated financial statements as of and for the year ended December 31,
1996 include the consolidated accounts of Snyder Communications, Inc., SMS and
the Partnership (the consolidated entity will be referred to herein as "SCI"
or "Snyder Communications") after elimination of all significant intercompany
transactions. Certain amounts previously presented have been reclassified to
conform to the December 31, 1996 presentation.

On January 6, 1997, SCI acquired MMD, Inc. ("MMD") in a merger transaction
in which MMD became a wholly owned subsidiary of SCI. In this transaction, 966
shares of outstanding MMD common stock were converted into 1,354,500 shares of
SCI common stock. In addition, on March 27, 1997, SCI acquired Brann Holdings
Limited ("Brann") in a share exchange transaction in which Brann became a
wholly owned subsidiary of SCI. In this transaction, 339,000 shares of
outstanding Brann common stock were converted into 2,350,152 shares of SCI
common stock, while 63,850 Brann options, which were fully vested and
immediately exercisable, were converted into 389,730 SCI options with similar
terms. Collectively the MMD and Brann business combinations will be referred
to herein as the "Acquisitions." The Acquisitions have been accounted for as a
pooling of interests for accounting and financial reporting purposes. The
accompanying financial statements have been retroactively restated to reflect
the combined financial position and combined results of operations and cash

F-33
<PAGE>

SNYDER COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

flows of SCI, MMD and Brann for all periods presented, giving effect to the
Acquisitions as if they had occurred at the beginning of the earliest period
presented (the combined entity will be referred to herein as the "Company").
The consolidated balance sheet for all periods presented give effect to the
conversion of the shares of MMD and Brann common stock to 3,704,652 shares of
SCI common stock.

MMD was incorporated under the laws of the state of New Jersey on December
7, 1982. MMD's principal business activity involves marketing medical products
for pharmaceutical companies, utilizing field sales, throughout the United
States. MMD previously utilized an October 31 year-end. Concurrent with its
merger with SCI, MMD changed its fiscal year-end to December 31 and restated
its financial statements to conform to SCI's calendar reporting.

Brann, a United Kingdom ("U.K.") registered company, began operations on
January 25, 1994 when it acquired all of the outstanding common stock of Brann
Direct Marketing Limited through a management buy-out. On January 11, 1995,
Brann Direct Marketing Limited changed its name to Brann Limited. Brann's
principal business activities are planning, creating and delivering direct
response marketing communications; marketing systems design and consultancy;
print production services; and telephone and response management services, for
companies involved in marketing, advertising and direct selling and services.
Brann's operations are conducted throughout the United Kingdom.

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31, SIX MONTHS ENDED JUNE 30,
------------------------------------- ---------------------------
1994 1995 1996 1996 1997
----------- ------------ ------------ ------------ -------------
<S> <C> <C> <C> <C> <C>
Revenues:
Snyder................ $11,740,235 $ 42,891,561 $ 82,839,947 $ 34,861,276 $ 87,564,859
Pooled Entities....... 68,688,803 89,909,812 102,600,466 49,894,077 15,968,225
----------- ------------ ------------ ------------ -------------
$80,429,038 $132,801,373 $185,440,413 $ 84,755,353 $103,533,084
=========== ============ ============ ============ =============
Net Income (Loss):
Snyder................ $ 1,389,995 $ 3,971,760 $ 6,977,003 $ 4,200,531 $ (9,029,412)
Pooled Entities....... 4,423,954 3,223,451 38,363 (77,304) 1,341
----------- ------------ ------------ ------------ -------------
$ 5,813,949 $ 7,195,211 $ 7,015,366 $ 4,123,227 $ (9,028,071)
=========== ============ ============ ============ =============
</TABLE>

The Company recognized a charge to first quarter 1997 income of
approximately $16.2 million (before income taxes) related to costs incurred
and resulting from the Acquisitions. This charge consists primarily of
investment banking, other professional service fees and certain U.K. exercise
and transfer taxes as well as a charge of approximately $9.1 million related
to the accelerated vesting of Brann options (see Note 10).

There are important risks associated with the Company's business and
financial results. These risks include (i) the Company's current reliance on
two significant clients, which constituted 27 and 10 percent of its 1996
revenues and on other major clients (see Note 3); (ii) the Company's ability
to sustain and manage future growth; (iii) the Company's ability to manage and
successfully integrate the businesses it has acquired and may acquire in the
future; (iv) the Company's ability to successfully manage its international
operations; (v) the potential adverse effects of fluctuations in foreign
exchange rates; (vi) the Company's dependence on industry trends toward
outsourcing of marketing services; (vii) the risks associated with the
Company's reliance on technology and the risk of business interruption
resulting from a temporary or permanent loss of such technology; and (viii)
the dependence of the Company's success on its executive officers and other
key employees, in particular, its Chairman of the Board of Directors and Chief
Executive Officer.

F-34
<PAGE>

SNYDER COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Cash and Equivalents

Deferred Financing Costs

Deferred financing costs, which were incurred in connection with the
issuance of the subordinated debentures (see Note 5), were charged to expense
as additional interest expense over the life of the subordinated debentures
using the interest method.

Property and Equipment

Property and equipment is stated at cost. The Company depreciates furniture,
fixtures and office and telephone equipment on a straight-line basis over
three to ten years; computer equipment over two to four years; automobiles
over three to five years and buildings over fifty years. Custom wood cases
used to display WallBoards(R) are placed in locations targeted at specific
advertising markets. The original cost of these cases is capitalized and
depreciated over five years. Leasehold improvements are amortized on a
straight-line basis over the shorter of the term of the lease or the estimated
useful life of the improvements.

When assets are retired or sold, the cost and related accumulated
depreciation and amortization are removed from the accounts and any gain or
loss is reflected in income.

Revenue Recognition

DIRECT SERVICES--The Company performs marketing of telecommunication and
other services on behalf of its clients utilizing its field sales and
teleservicing resources. These contracts provide for payments based on
accepted customers and the type of service purchased by the customer. Revenues
related to these sales are recognized on the date the application for service
is accepted by the Company's clients. At this point, the Company has no
further performance obligation related to the submitted customer and is
contractually entitled to payment. Certain of the Company's contracts provide
the client with the right to seek a return of previously paid commissions if
the customers submitted by the Company do not meet certain defined
characteristics and performance standards. These relate to the client's
ability to successfully provide service to the customer, the bad debt
experience of the customer base submitted by the Company, the achievement of
targeted customer goals and certain minimum usage and life measures of the
customer base. At the point of revenue recognition, an allowance is recorded
by the Company based on an estimate for these returned commissions. The
allowance is estimated based on the Company's historical experience and
periodically reviewed by the Company and adjusted when necessary.

MEDIA AND SAMPLING SERVICES--Media and Sampling service revenues are
recognized over the contract term as program services are rendered. Unearned
revenue is recorded for billings prior to the earning of such revenue.

F-35
<PAGE>

SNYDER COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Goodwill

Goodwill was recorded in connection with the January 25, 1994 acquisition of
Brann Limited by Brann and is amortized on a straight-line basis over thirty
years from the acquisition date. When conditions or events occur which
management believes might impact the value of the goodwill, an analysis of
future undiscounted cash flows is undertaken to determine if any write down in
the carrying value of the goodwill is required.

Inventory

Inventory, consisting primarily of paper and supplies, is stated at the
lower of cost or market. Cost is the direct cost of purchased materials on a
First In First Out basis, plus attributable labor and expenses with respect to
work in progress.

Income Taxes

The accompanying consolidated financial statements reflect no provision for
federal or state income taxes related to income earned by the Partnership
prior to the Reorganization since each of the partners of the Partnership
reflected their share of the Partnership's net income on their respective tax
returns. Prior to January 1, 1996, SMS was taxed as a C corporation and,
accordingly, a provision (benefit) for taxes of SMS is reflected in the
accompanying consolidated statement of income for each of the two years in the
period ended December 31, 1995. During this period, SMS accounted for income
taxes in accordance with Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes" "SFAS 109". Effective January 1, 1996, SMS
elected to be taxed as an S corporation under the Internal Revenue Code. In
lieu of corporate taxes, the stockholders of an S corporation are taxed on
their proportionate share of the Company's taxable income.

Effective with the Reorganization, SCI is treated as a C corporation for
federal and state income tax purposes. At the date of the Reorganization, SCI
recognized a net deferred tax asset and an associated tax benefit equal to the
cumulative net deductible temporary differences existing at that date. The
income tax provision recorded for the year ended December 31, 1996 includes a
provision for income taxes for SCI for the period from September 24, 1996, the
date of the Reorganization, through December 31, 1996, offset by the net
deductible temporary differences existing at the date of the Reorganization.

During 1994, MMD elected to be taxed as a small business corporation (S
corporation) under the applicable sections of the Code and New York state
income tax laws. Accordingly, no provision for federal income taxes has been
made for MMD in the accompanying consolidated financial statements. However,
MMD is subject to New York state income tax at reduced rates and New York City
income tax. MMD elected to retain its tax fiscal year-end, which was October
31, through October 31, 1996. As an S corporation with a year-end which is
other than a calendar year, a deposit was required to be held on account with
the IRS. This deposit amounted to

F-36
<PAGE>

SNYDER COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

$283,183 and $316,777 as of December 31, 1995 and 1996, respectively. As a
result of the merger transaction discussed above, MMD has changed its tax
fiscal year-end to December 31.

Brann incurs and pays taxes in the U.K. on a corporate level similar to a C
corporation in the United States.

Pro Forma Income Data (Unaudited)

The unaudited pro forma net income and net income per share amounts include
a provision for federal and state income taxes as if the Company had been a
taxable C corporation for all periods presented. The shares used in computing
pro forma net income per share assume that the Reorganization and the
Acquisitions had occurred at the beginning of each of the periods presented,
reflect the issuance of additional shares as a result of the 1996 initial
public offering of stock, the exercise of stock options and the repurchase of
outstanding shares by a subsidiary of the Company prior to its merger with
SCI. The pro forma income tax rate reflects the combined federal and state
income taxes of approximately 42.4 percent, 40.8 percent and 44.5 percent, for
the years ended December 31, 1994, 1995 and 1996, respectively.

Accounting for Stock Options

Interim Financial Statements

The combined financial statements of Snyder Communications as of and for the
six months ending June 30, 1996, and 1997, presented herein have been prepared
by the Company without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. As a result, certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been omitted.
The financial statements reflect all adjustments (consisting of only normal
recurring adjustments) which, in the opinion of management, are necessary to
present fairly the combined financial position of the Company as of June 30,
1997 and the results of its operations and cash flows for the six months ended
June 30, 1996 and 1997.

Foreign Currency Translations

Assets and liabilities of Brann are translated using the exchange rate at
the balance sheet date. Revenue and expense accounts for this subsidiary are
translated using the average exchange rate during the period. Foreign currency
translation adjustments are disclosed as a separate component of equity.

Estimates and Assumptions

F-37
<PAGE>

SNYDER COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

commissions if certain defined characteristics or performance standards are
not met. The Company has recorded an allowance in the accompanying
consolidated financial statements in an amount which it considers sufficient
to satisfy any claims which might be made pursuant to these provisions. During
the quarter ended March 31, 1997, the Company completed all services required
under its MCI contract and recorded $2.3 million of revenue which had been
deferred at December 31, 1996.

Concentration of Credit Risk

Concentration of credit risk is limited to accounts receivable and unbilled
services and is subject to the financial conditions of certain major clients
as described in Note 3. The Company's receivables are concentrated with
customers in the telecommunications and pharmaceutical industries. The Company
does not require collateral or other security to support clients' receivables.

New Accounting Pronouncements

During February 1997, the Financial Accounting Standards Board issued
Statements of Financial Accounting Standards No. 128, "Earnings Per Share"
("SFAS 128"). This statement is effective for years ending after December 15,
1997 and will be implemented by the Company in its December 31, 1997 financial
statements.

SFAS 128 requires primary earnings per share ("EPS") to be replaced with
basic EPS. Primary EPS is computed by dividing reported earnings available to
common stockholders by the weighted average number of shares outstanding
without consideration of common stock equivalents or other potentially
dilutive securities. Fully diluted EPS, now called diluted EPS is still
included. As discussed in Note 10, SCI adopted its stock option plan and began
offering stock options in September 1996. Because the options were outstanding
for only a short period of time during 1996, management has established that
the effect of this pronouncement on the computation of basic EPS is immaterial
for 1996. However, in future years, when the options are outstanding for the
entire year, management has estimated that the Company's reported EPS will be
higher under SFAS 128 than under the old EPS standard.

3. SIGNIFICANT CLIENTS:

The Company had one client which represented 2, 19 and 27 percent of the
Company's total revenues for the years ended December 31, 1994, 1995 and 1996,
respectively. The loss of this client would have a material adverse effect on
the Company's business. The Company's principal contract with this client
extends through December 1997. In January 1997 the Company entered into
another two-year contract with this client to provide additional services. The
Company had a second client which accounted for 10 percent of the Company's
total revenues for the year ended December 31, 1996. Effective January 1997,
the Company is no longer doing business with this client. The termination of
the contract with this client is not expected to have a material impact on the
Company. The Company had a third client which represented 15, 16 and 9 percent
of the Company's total revenues for the years ended December 31, 1994, 1995
and 1996, respectively.

F-38
<PAGE>

SNYDER COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

4. PROPERTY AND EQUIPMENT:

Property and equipment consists of the following.

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------
1995 1996
------------ ------------
<S> <C> <C>
WallBoards(R).................................... $ 1,829,398 $ 1,790,566
Buildings........................................ 3,735,281 4,127,897
Computer equipment............................... 9,210,599 12,720,836
Office and telephone equipment................... 7,816,985 13,061,161
Furniture and fixtures........................... 335,840 538,217
Automobiles...................................... 269,125 253,287
Leasehold improvements........................... 1,303,244 2,445,640
------------ ------------
24,500,472 34,937,604
Accumulated depreciation......................... (12,603,711) (17,621,727)
------------ ------------
$ 11,896,761 $ 17,315,877
============ ============
</TABLE>

5. DEBT:

Lines of Credit

Brann has a loan payable to a commercial bank in the amount of $7,246,290
and $7,165,631 as of December 31, 1995 and 1996, respectively. The loan has an
interest rate of 7.6275 percent per annum until January 28, 1999, at which
date the interest rate changes to the bank's base rate plus 1.75 percent. The
loan is payable in annual installments of $855,700, until March 1, 2004, when
the entire unpaid amount is due in full. The loan is secured by Brann's assets
and the book value of the loan approximates its fair value as of December 31,
1996. On April 14, 1997, the full amount of the loan outstanding was repaid.

Future minimum payments on the loan are as follows:

<TABLE>
<S> <C>
1997........................................................... $ 855,700
1998........................................................... 855,700
1999........................................................... 855,700
2000........................................................... 855,700
2001........................................................... 855,700
Thereafter..................................................... 2,887,131
----------
Total........................................................ $7,165,631
==========
</TABLE>

F-39
<PAGE>

SNYDER COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Brann also has a $1,283,000 line of credit for general business
expenditures. The line of credit bears interest at the commercial bank's base
rate plus 1.25 percent. There was no balance outstanding under this line of
credit at December 31, 1996.

Subordinated Debentures

On October 28, 1996 SCI used approximately $7.0 million of cash to redeem in
full the subordinated debentures ("the Debentures") due to related parties.
The Debentures were originally issued on May 18, 1995, with a face amount of
$6.0 million. Cash proceeds of $5.0 million were received upon issuance of the
Debentures. The difference between the cash proceeds received and the face
amount of the Debentures was accounted for as an original issue discount. The
Debentures had a stated interest rate of 12.25 percent (effective interest
rate to maturity of approximately 17 percent) and an original maturity date of
December 31, 2001. The Debentures were classified as long term at December 31,
1995, because SCI did not have the intent to repay them at that date. The $7.0
million payment consisted of the face amount of the Debentures, a prepayment
penalty and accrued interest. A nonrecurring charge of $1.2 million, net of a
$805,874 tax benefit, was recorded at December 31, 1996 as an extraordinary
loss related to this early debt extinguishment. The nonrecurring charge
consists of prepayment penalties and the write-off of unamortized discount and
debt issuance costs.

Notes Payable

6. INCOME TAXES:

Prior to January 1, 1996, SMS was taxed as a C corporation for federal and
state corporate income tax purposes. Effective January 1, 1996, SMS elected to
be taxed as an S corporation and accordingly, SMS's income was taxable to its
stockholders.

During 1994, MMD elected to be taxed as an S corporation for federal and
state corporate income tax purposes. However, MMD is subject to New York State
income tax at reduced rates and New York City income tax.

At the date of the Reorganization, a net deferred tax asset was recorded
with an associated credit to the provision for income taxes. The Company's
income tax provision (benefit) for the periods when it operated as a C
corporation, the years ended December 31, 1994 and 1995 and for the period
from the date of Reorganization to December 31, 1996, includes the following
components.

F-40
<PAGE>

SNYDER COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-------------------------------------
1994 1995 1996
----------- ----------- -----------
<S> <C> <C> <C> <C>
Current................. U.S.-Federal $ 2,000 $ 433,500 $ 1,590,176
U.S.-State and City 402,730 255,229 508,175
U.K. 978,948 1,589,077 685,630
----------- ----------- -----------
1,383,678 2,277,806 2,783,981
----------- ----------- -----------
Deferred................ U.S.-Federal 83,000 51,000 (668,618)
U.S.-State and City -- 9,000 (114,824)
U.K. (1,532) 48,887 (588,798)
----------- ----------- -----------
81,468 108,887 (1,372,240)
Tax effect of equity
transaction............ -- (815,000) --
----------- ----------- -----------
Income tax provision.... $ 1,465,146 $ 1,571,693 $ 1,411,741
=========== =========== ===========
</TABLE>

The provision for taxes on income before extraordinary item differs from the
amount computed by applying the U.S. Federal income tax rate as a result of
the following:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
----------------------------
1994 1995 1996
-------- -------- --------
<S> <C> <C> <C>
Taxes at statutory U.S. Federal income tax
rate........................................... 35.00% 35.00% 35.00%
U.S./U.K. tax rate differential................. (0.57) (0.91) 0.15
Income taxed directly to owners................. (21.95) (21.80) (16.55)
State and city income taxes (benefit), net of
federal tax benefit............................ 3.58 1.96 2.71
Tax effect of Reorganization.................... -- -- (6.69)
Tax effect of dividends on mandatorily
redeemable preferred stock..................... 1.47 1.38 (1.18)
Tax effect of U.K. permanent differences........ 2.60 2.30 (2.17)
Other........................................... -- -- 3.37
-------- -------- --------
Effective tax rate.............................. 20.13% 17.93% 14.64%
======== ======== ========
</TABLE>

Deferred income taxes are recorded based upon differences between the
financial statement and tax bases of assets and liabilities. There has been no
valuation allowance recorded relating to the deferred tax assets. As of
December 31, 1995 and 1996 temporary differences that give rise to the
deferred tax assets and liabilities consisted of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
---------------------
1995 1996
--------- ----------
<S> <C> <C>
Accrued expenses and other liabilities................... $ 52,411 $1,161,329
Vacation and severance accruals.......................... 32,907 120,010
Allowance for doubtful accounts.......................... 40,000 42,582
Other.................................................... 17,751 --
--------- ----------
Gross deferred tax assets................................ 143,069 1,323,921
--------- ----------
Property and equipment................................... (273,766) (86,958)
Prepaid pension cost..................................... (60,321) (83,859)
--------- ----------
Gross deferred tax liabilities........................... (334,087) (170,817)
--------- ----------
Net deferred tax (liability) asset....................... $(191,018) $1,153,104
========= ==========
</TABLE>

F-41
<PAGE>

SNYDER COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

At December 31, 1996, cumulative undistributed earnings of Brann were
approximately $1.7 million. No provision for U.S. income taxes or U.K.
withholding taxes has been made since the Company considers these
undistributed earnings to be permanently invested in the U.K. The Company has
estimated that because of available tax planning strategies such earnings, if
repatriated, would not result in an additional material tax provision.

7. INTERNATIONAL OPERATIONS:

After giving effect to the Acquisitions, the Company has operations in both
the United States and the U.K. Financial information by country is as follows:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-------------------------------------
1994 1995 1996
----------- ------------ ------------
<S> <C> <C> <C>
Revenues
United States.......................... $37,477,886 $ 70,260,899 $119,977,514
U.K.................................... 42,951,152 62,540,474 65,462,899
----------- ------------ ------------
Total revenues........................... $80,429,038 $132,801,373 $185,440,413
=========== ============ ============
Income from operations
United States.......................... $ 5,487,069 $ 5,367,367 $ 10,572,041
U.K.................................... 2,959,824 4,854,502 222,279
----------- ------------ ------------
Total income from operations............. $ 8,446,893 $ 10,221,869 $ 10,794,320
=========== ============ ============
</TABLE>

<TABLE>
<CAPTION>
1995 1996
----------- ------------
<S> <C> <C>
Identifiable assets
United States....................................... $18,320,584 $ 72,925,797
U.K................................................. 29,227,990 31,667,745
----------- ------------
Total identifiable assets............................. $47,548,574 $104,593,542
=========== ============
</TABLE>

8. LEASES:

The Company leases certain facilities, office equipment and other assets.
The following is a schedule of future minimum lease payments for capital
leases and for operating leases (with initial or remaining terms in excess of
one year at December 31, 1996).

<TABLE>
<CAPTION>
CAPITAL OPERATING
YEARS ENDING DECEMBER 31, LEASES LEASES
- ------------------------- ----------- -----------
<S> <C> <C>
1997................................................... $ 1,354,384 $ 5,697,191
1998................................................... 1,167,393 4,966,457
1999................................................... 648,001 3,973,093
2000................................................... 80,590 3,189,087
2001................................................... -- 2,987,102
Thereafter............................................. -- 10,543,113
----------- -----------
Total minimum lease payments......................... 3,250,368 $31,356,043
===========
Less--amount representing interest..................... (415,019)
-----------
Total obligation under capital leases................ 2,835,349
Less--current portion.................................. (1,108,954)
-----------
Long-term portion...................................... $ 1,726,395
===========
</TABLE>

F-42
<PAGE>

SNYDER COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Property and equipment, net, on the consolidated balance sheets includes
$1,326,069 and $3,258,065 for equipment purchased under capital leases as of
December 31, 1995 and 1996, respectively.

Rental expense for all operating leases was approximately $1,806,400,
$2,838,600 and $4,119,691 for the years ended December 31, 1994, 1995 and
1996, respectively.

9. CAPITAL STOCK:

10. STOCK INCENTIVE PLAN:

In conjunction with Brann's purchase of Brann Limited in January 1994, Brann
adopted a stock option plan. Granted options were exercisable upon a sale or
flotation of Brann as defined in the terms of the plan. No compensation
expense has been recognized in the financial statements for the Brann options
for any of the periods presented as the conditions for their exercise were not
probable at any of the balance sheet dates. In conjunction with the
acquisition of Brann by SCI, all of the outstanding options of Brann were
exchanged for options of the common stock of the Company under the Stock
Option Plan. The exchange of Brann options for SCI options was based on the
final common stock exchange rates used in the acquisition, with the SCI
options possessing identical terms to the Brann options at the date of
conversion. Management anticipates recognizing a charge to first quarter
income of approximately $9.1 million related to the accelerated vesting of
these options.

F-43
<PAGE>

SNYDER COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

A summary of the activity within the Stock Option Plan, for the three years
ended December 31, 1996, after giving retroactive effect to the conversion of
the Brann options, is as follows:

<TABLE>
<CAPTION>
SHARES OUTSTANDING
--------------------------
1994 1995 1996
------- ------- ---------
<S> <C> <C> <C>
Beginning of year................................... -- 402,254 378,448
Granted........................................... 402,254 3,662 4,289,494
Exercised......................................... -- -- (25,000)
Forfeited......................................... -- (27,468) (280,520)
Expired........................................... -- -- --
------- ------- ---------
End of year......................................... 402,254 378,448 4,362,422
======= ======= =========
Exercisable at end of year.......................... -- -- 275,000
======= ======= =========
<CAPTION>
WEIGHTED AVERAGE EXERCISE
PRICE
--------------------------
1994 1995 1996
------- ------- ---------
<S> <C> <C> <C>
Beginning of year................................... $ -- $ 0.27 $ 0.27
Granted........................................... 0.27 0.27 17.11
Exercised......................................... -- -- 17.00
Forfeited......................................... -- 0.27 15.65
Expired........................................... -- -- --
------- ------- ---------
End of year......................................... $ 0.27 $ 0.27 $ 15.74
======= ======= =========
</TABLE>

The weighted average option fair value on the grant date was $8.85 for
options granted during the year ended December 31, 1996.

Of the 4,362,422 options outstanding as of December 31, 1996, 3,767,500
options have an exercise price of $17.00 and a weighted average remaining
contractual life of 9.69 years. Another 194,500 options have exercise prices
between $19.375 and $27, with a weighted average exercise price of $22.972 and
a weighted average remaining contractual life of 9.93 years. The remaining
400,422 options relate to the previously converted Brann options which have
exercise prices between $0.27 and $2.67 and a remaining contractual life of 7
years.

If the Company had recorded compensation expense using the fair value based
method prescribed by SFAS 123, the Company's pro forma net income and pro
forma net income per share amounts would have been reduced to the following as
adjusted amounts.

<TABLE>
<S> <C> <C>
Pro forma net income (loss): As reported $ 4,134,261
As adjusted (2,760,893)
Pro forma net income (loss) per share: As reported $ .12
As adjusted (0.08)
Pro forma fully diluted net income (loss) per
share: As reported $ .12
As adjusted (0.08)
</TABLE>

F-44
<PAGE>

SNYDER COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

11. MANDATORILY REDEEMABLE PREFERRED STOCK:

The preferred shares were redeemed in full subsequent to December 31, 1996,
as part of the Acquisitions.

On January 25, 1994, in connection with the acquisition of Brann Direct
Marketing Limited by Brann Holdings, fixed cumulative mandatorily redeemable
preferred shares with a par value of (Pounds)0.90 were issued for 1.00. All of
the 3,067,000 authorized shares were issued yielding proceeds of $4,582,098
less associated issue costs of $129,978. A fixed cumulative dividend was
payable at the following rates:

The shares were redeemable at (Pounds)1.00 per share, including the
(Pounds)0.10 premium per share on the following dates by the holders or
earlier at the option of Brann.

The preferred shares are mandatorily redeemable on a specific date, do not
carry voting rights unless dividends are in arrears, which has not occurred,
and are not convertible into Brann common equity. Accordingly, the preference
shares are classified as long term debt obligations and the dividends as well
as the amortization of associated issue costs are charged as a component of
interest expense in the accompanying consolidated financial statements.
Dividends included in interest expense were $324,784, $366,096 and $362,338 in
1994, 1995 and 1996, respectively.

12. PENSIONS:

An actuarial valuation of the pension plan is performed on a triennial basis
consistent with regulations governing pensions plans and the accounting
therefor in the United Kingdom. SFAS No. 87 requires an annual valuation of a
plan's assets and liabilities. For purposes of these financial statements, the
actuarial value of the plan's liabilities has been estimated using the
available actuarial valuations and the plan's asset values reflect the actual
market value of those assets at each balance sheet date based on records
maintained by the plan's trustees. The most recent actuarial valuation of the
plan's liabilities was performed as of April 1, 1996. The significant
assumptions used and the funded status of the plan are set out in the tables
below.

Significant Assumptions

<TABLE>
<CAPTION>
AS OF DECEMBER 31,
--------------------
1994 1995 1996
------ ------ ------
% % %
<S> <C> <C> <C>
Discount rate.......................................... 9.0 8.0 8.0
Expected long-term rate of return on plan assets....... 10.0 9.0 9.0
Rate of increase in compensation....................... 7.0 6.0 6.0
</TABLE>

F-45
<PAGE>

SNYDER COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Net Periodic Pension Cost

Net periodic pension cost is determined using the assumptions as of the
beginning of the year and is comprised of the following (in thousands).

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
--------------------------
1994 1995 1996
-------- -------- --------
<S> <C> <C> <C>
Service cost................................... $ 812 $ 726 $ 1,109
Interest cost on projected benefit obligation.. 521 710 875
Actual return on plan assets................... 935 (1,704) (1,078)
Net amortization of unrecognized net (gain)
loss and deferral of actual return on plan
assets........................................ (1,578) 915 125
------- ------- --------
Net periodic pension cost...................... $ 690 $ 647 $ 1,031
======= ======= ========
</TABLE>

Funded Status

The funded status is determined using the assumption as of the end of the
year and is reflected as follows (in thousands).

<TABLE>
<CAPTION>
AS OF DECEMBER 31,
-------------------
1995 1996
--------- ---------
<S> <C> <C>
Actuarial present value of benefit obligations:
Accumulated and fully vested............................ $ 9,033 $ 11,501
-------- ---------
Accumulated benefit obligation.......................... 9,033 11,501
Effect of projected future compensation levels.......... 1,918 2,430
-------- ---------
Projected benefit obligation............................ 10,951 13,931
Plan assets at fair value............................... 9,930 13,777
-------- ---------
Plan assets less than projected benefit obligation...... (1,021) (154)
Unrecognized loss....................................... 1,206 411
-------- ---------
Prepaid pension cost.................................... $ 185 $ 257
======== =========
</TABLE>

13. RELATED PARTIES:

F-46
<PAGE>

SNYDER COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

14. COMPENSATION TO STOCKHOLDERS:

15. COMMITMENTS AND CONTINGENCIES:

The Internal Revenue Service ("IRS") is currently conducting an examination
of MMD's Federal employment tax returns for the years ended December 31, 1992
and 1993. During the course of the examination, the IRS has requested
documentation from MMD to support MMD's classification of its field
representatives as independent contractors. The Company believes that it has
adequate support for its treatment of field representatives as independent
contractors. In the opinion of management, the resolution of this matter will
not have a material effect on the financial position or results of operations
of the Company, and adequate provision for any potential losses has been made
in the accompanying consolidated financial statements.

16. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED, IN THOUSANDS, EXCEPT PER
SHARE DATA):

The following table summarizes financial data by quarter for SCI, MMD and
Brann for all periods presented, giving effect to the Mergers as if they had
occurred at the beginning of the earliest period presented.

<TABLE>
<CAPTION>
QUARTER ENDED 1995
----------------------------------------------------
MARCH 31 JUNE 30 SEPTEMBER 30 DECEMBER 31 TOTAL
-------- -------- ------------ ----------- ---------
<S> <C> <C> <C> <C> <C>
Revenues................. $ 28,759 $ 30,678 $ 33,136 $ 40,228 $ 132,801
Gross Profit............. 8,622 8,558 9,981 11,816 38,977
Net Income............... 2,104 1,677 2,860 554 7,195
Pro Forma Net Income..... 1,473 1,191 2,112 417 5,193
Pro Forma Net Income per
share................... $ 0.04 $ 0.04 $ 0.07 $ 0.01 $ 0.16
</TABLE>

F-47
<PAGE>

<TABLE>
<CAPTION>
QUARTER ENDED 1996
----------------------------------------------------
MARCH 31 JUNE 30 SEPTEMBER 30 DECEMBER 31 TOTAL
-------- -------- ------------ ----------- ---------
<S> <C> <C> <C> <C> <C>
Revenues.................. $ 40,506 $ 44,249 $ 45,335 $ 55,350 $ 185,440
Gross Profit.............. 10,215 10,860 11,007 14,000 46,082
Income Before
Extraordinary Item....... 2,372 1,751 2,169 1,939 8,231
Net Income................ 2,372 1,751 2,169 723 7,015
Pro Forma Net Income
Before Extraordinary
Item.................... 1,332 1,004 902 2,112 5,350
Pro Forma Net Income...... 1,332 1,004 902 896 4,134
Pro Forma Net Income
Before Extraordinary Item
per Share............... $ 0.04 $ 0.03 $ 0.03 $ 0.06 $ 0.16
Pro Forma Net Income per
share.................... $ 0.04 $ 0.03 $ 0.03 $ 0.02 $ 0.12
</TABLE>

17. SUBSEQUENT EVENT--RECENT ACQUISITIONS:

F-48
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholders of Brann Holdings Limited:

We have audited the consolidated balance sheets of Brann Holdings Limited
(the Company) and its subsidiaries as of December 31, 1995 and 1996, and the
related consolidated statements of income, changes in stockholders' equity and
cash flows for each of the three years in the period ended December 31, 1996
(not presented separately herein). These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards in the United Kingdom, which do not differ in any material respect
from generally accepted auditing standards in the United States. Those
standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements audited by us present
fairly, in all material respects, the financial position of the Company and
its subsidiaries as of December 31, 1995 and 1996, and the results of their
operations and their cash flows for each of the three years in the period
ended December 31, 1996 in conformity with generally accepted accounting
principles in the United States.

Price Waterhouse
Chartered Accountants and Registered
Auditors

/s/ Price Waterhouse

Bristol, England
May 30, 1997

F-49
<PAGE>

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors and Stockholders
American List Corporation

We have audited the accompanying consolidated balance sheets of American
List Corporation and Subsidiaries as of February 28, 1997 and February 29,
1996, and the related consolidated statements of earnings, stockholders'
equity and cash flows for each of the years in the three-year period ended
February 28, 1997. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the consolidated financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the
consolidated financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall consolidated financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of American List
Corporation and Subsidiaries as of February 28, 1997 and February 29, 1996,
and the consolidated results of their operations and their consolidated cash
flows for each of the years in the three-year period ended February 28, 1997
in conformity with generally accepted accounting principles.

Grant Thornton LLP

/s/ Grant Thornton LLP

Melville, New York
April 11, 1997

F-50
<PAGE>

AMERICAN LIST CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
FEBRUARY 28, FEBRUARY 29,
1997 1996
------------ ------------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents........................ $ 3,101,520 $ 3,611,609
Marketable securities............................ 6,297,412 7,775,051
Trade accounts receivable, net of allowance for
doubtful accounts of $80,000 and $50,000,
respectively.................................... 5,469,023 5,781,175
Unamortized costs of lists....................... 856,943 869,899
Prepaid income taxes............................. 407,894 192,152
Prepaid expenses and other....................... 59,187 127,380
----------- -----------
Total current assets........................... 16,191,979 18,357,266
PROPERTY AND EQUIPMENT--AT COST
Furniture and fixtures........................... 362,753 294,783
Computer equipment............................... 1,137,021 1,000,824
Leasehold improvements........................... 86,979 10,959
----------- -----------
1,586,753 1,306,566
Less accumulated depreciation.................... 1,075,079 845,121
----------- -----------
511,674 461,445
DEFERRED LICENSE COST, net of accumulated
amortization of $884,000 and $549,000,
respectively...................................... 2,455,782 2,790,369
UNAMORTIZED COSTS OF LISTS......................... 522,186 494,200
OTHER ASSETS....................................... 357,195 406,792
----------- -----------
$20,038,816 $22,510,072
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current portion of long-term debt................ $ 374,113 $ 445,645
Accounts payable................................. 354,921 240,973
Accrued pension and profit-sharing
contributions................................... 227,517 202,773
Accrued salaries................................. 196,562 270,564
Accrued expenses................................. 346,293 239,553
----------- -----------
Total current liabilities...................... 1,499,406 1,399,508
LONG-TERM DEBT..................................... 1,540,117 1,893,264
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Common stock, par value $.01 per share;
authorized 20,000,000 shares; issued 4,466,678
and 4,541,403 shares, respectively.............. 44,667 45,414
Additional paid-in capital....................... 4,174,899 6,459,011
Unrealized gain on marketable securities......... 3,747 4,687
Retained earnings................................ 14,101,795 12,708,188
----------- -----------
18,325,108 19,217,300
Less treasury stock at cost--55,000 shares....... (1,325,815) --
----------- -----------
16,999,293 19,217,300
----------- -----------
$20,038,816 $22,510,072
=========== ===========
</TABLE>

The accompanying notes are an integral part of these statements.

F-51
<PAGE>

AMERICAN LIST CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EARNINGS

<TABLE>
<CAPTION>
YEAR ENDED
----------------------------------------
FEBRUARY 28, FEBRUARY 29, FEBRUARY 28,
1997 1996 1995
------------ ------------ ------------
<S> <C> <C> <C>
Revenues................................ $18,471,146 $18,886,844 $15,494,219
Costs and expenses
Cost of operations.................... 3,065,750 2,902,328 2,200,784
Selling, general and administrative
expenses............................. 4,940,229 4,238,206 3,615,328
----------- ----------- -----------
8,005,979 7,140,534 5,816,112
----------- ----------- -----------
Operating income.................... 10,465,167 11,746,310 9,678,107
Other income (expense)
Investment income..................... 390,611 476,142 378,430
Interest expense...................... (154,355) (185,430) (129,487)
----------- ----------- -----------
Earnings before provision for income
taxes.............................. 10,701,423 12,037,022 9,927,050
Provision for income taxes.............. 3,953,000 4,428,000 3,751,000
----------- ----------- -----------
NET EARNINGS........................ $ 6,748,423 $ 7,609,022 $ 6,176,050
=========== =========== ===========
Net earnings per common share........... $ 1.51 $ 1.68 $ 1.36
=========== =========== ===========
Weighted average shares outstanding..... 4,462,421 4,542,397 4,557,445
=========== =========== ===========
</TABLE>

The accompanying notes are an integral part of these statements.

F-52
<PAGE>

AMERICAN LIST CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
YEARS ENDED FEBRUARY 28, 1997, FEBRUARY 29, 1996 AND FEBRUARY 28, 1995

<TABLE>
<CAPTION>
UNREALIZED
ADDITIONAL GAIN (LOSS)
PAID-IN ON MARKETABLE RETAINED TREASURY
SHARES AMOUNT CAPITAL SECURITIES EARNINGS STOCK TOTAL
--------- ------- ----------- ------------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at March 1,
1994................... 4,142,556 $41,426 $12,867,120 $12,908,546
Issuance of common
stock in connection
with 10% stock
dividend.............. 414,157 4,141 $ 6,881,219 (6,885,360)
Issuance of common
stock in connection
with exercise of stock
options............... 3,300 33 32,092 32,125
Unrealized loss on
marketable
securities............ $(11,833) (11,833)
Net earnings........... 6,176,050 6,176,050
Cash dividends declared
on common stock--$.60
per share............. (2,734,523) (2,734,523)
--------- ------- ----------- -------- ----------- ------------ -----------
Balance at February 28,
1995................... 4,560,013 45,600 6,913,311 (11,833) 9,423,287 16,370,365
Issuance of common
stock in connection
with exercise of stock
options............... 6,290 63 62,323 62,386
Purchase and retirement
of treasury stock..... (24,900) (249) (516,623) (516,872)
Unrealized gain on
marketable
securities............ 16,520 16,520
Net earnings........... 7,609,022 7,609,022
Cash dividends declared
on common stock--$.95
per share............. (4,324,121) (4,324,121)
--------- ------- ----------- -------- ----------- ------------ -----------
Balance at February 29,
1996................... 4,541,403 45,414 6,459,011 4,687 12,708,188 19,217,300
Issuance of common
stock in connection
with exercise of stock
options............... 35,275 353 482,797 483,150
Purchase and retirement
of treasury stock..... (110,000) (1,100) (2,766,909) (2,768,009)
Purchase of common
stock for treasury.... $ (1,325,815) (1,325,815)
Unrealized loss on
marketable
securities............ (940) (940)
Net earnings........... 6,748,423 6,748,423
Cash dividends declared
on common stock--$1.20
per share............. (5,354,816) (5,354,816)
--------- ------- ----------- -------- ----------- ------------ -----------
Balance at February 28,
1997................... 4,466,678 $44,667 $ 4,174,899 $ 3,747 $14,101,795 $(1,325,815) $16,999,293
========= ======= =========== ======== =========== ============ ===========
</TABLE>

The accompanying notes are an integral part of this statement.

F-53
<PAGE>

AMERICAN LIST CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEAR ENDED
----------------------------------------
FEBRUARY 28, FEBRUARY 29, FEBRUARY 28,
1997 1996 1995
------------ ------------ ------------
<S> <C> <C> <C>
Cash flows from operating activities
Net earnings.......................... $ 6,748,423 $ 7,609,022 $ 6,176,050
Adjustments to reconcile net earnings
to net cash provided by operating
activities
Depreciation and amortization....... 693,997 510,102 302,244
Provision for losses on accounts
receivable......................... (73,691) (17,734) (22,955)
Amortization of bond premium........ 200,299 220,937 256,992
Gain on sale of investments......... (12,745)
Changes in operating assets and
liabilities, net of acquisition in
fiscal 1996
Accounts receivable............... 385,843 (1,355,854) (1,431,636)
Unamortized costs of lists........ (15,030) 223,972 195,837
Prepaid income taxes.............. (215,742) (192,152)
Prepaid expenses and other........ 68,193 (84,338) 28,436
Other assets...................... (79,855) (116,489) (52,219)
Accounts payable.................. 113,948 (64,168) (34,764)
Accrued pension and profit-sharing
contributions.................... 24,744 10,724 5,536
Accrued salaries.................. (74,002) (118,996) (176,973)
Accrued expenses.................. 282,061 183,454 156,980
Income taxes payable.............. (170,337) (745,259)
----------- ----------- -----------
Net cash provided by operating
activities..................... 8,059,188 6,625,398 4,658,269
----------- ----------- -----------
Cash flows from investing activities
Capital expenditures.................. (280,187) (156,969) (71,176)
Sale (purchase) of marketable
securities........................... 1,276,400 (680,756) (1,959,812)
Acquisition of subsidiary, net of cash
acquired............................. (69,534)
Proceeds from sale of marketable
securities........................... 75,443
Deferred license costs................ (600,000)
----------- ----------- -----------
Net cash provided by (used in)
investing activities........... 996,213 (831,816) (2,630,988)
----------- ----------- -----------
Cash flows from financing activities
Proceeds from issuance of common
stock................................ 483,150 62,386 32,125
Cash dividends paid................... (5,354,816) (4,324,121) (3,563,034)
Acquisition of common stock........... (4,093,824) (516,872)
Payment of long-term debt............. (600,000) (600,000)
----------- ----------- -----------
Net cash used in financing
activities..................... (9,565,490) (5,378,607) (3,530,909)
----------- ----------- -----------
NET (DECREASE) INCREASE IN CASH
AND CASH EQUIVALENTS........... (510,089) 414,975 (1,503,628)
Cash and cash equivalents at beginning
of year................................ 3,611,609 3,196,634 4,700,262
----------- ----------- -----------
Cash and cash equivalents at end of
year................................... $ 3,101,520 $ 3,611,609 $ 3,196,634
=========== =========== ===========
</TABLE>

The accompanying notes are an integral part of these statements.

F-54
<PAGE>

AMERICAN LIST CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FEBRUARY 28, 1997, FEBRUARY 29, 1996 AND FEBRUARY 28, 1995

NOTE A--DESCRIPTION OF BUSINESS AND SUMMARY OF ACCOUNTING POLICIES

American List Corporation ("ALC"), through its wholly-owned subsidiary,
American Student List Company, Inc. ("ASL"), primarily develops, maintains and
markets databases of high school, college and pre-school through junior high
school students in the United States. ASL rents lists to its customers derived
from its database for use primarily in direct mail and marketing programs.
ASL's customers consist mainly of list brokers and advertising agencies,
financial institutions, retailers and educational institutions. These
customers are located primarily in the United States. ALC's wholly-owned
subsidiary, GeoDemX Corporation ("GeoDemX"), is engaged in the sale of
software that incorporates computerized mapping and electronic demographic
data for the generation of sales leads.

A summary of the significant accounting policies applied on a consistent
basis in the preparation of the accompanying consolidated financial statements
follows:

1. Principles Applied in Consolidation

The consolidated financial statements include the accounts of American List
Corporation and its wholly-owned subsidiaries, American Student List Company,
Inc. and GeoDemX Corporation, (the "Company"). All significant intercompany
balances and transactions have been eliminated.

2. Depreciation and Amortization

Depreciation and amortization of property and equipment are provided
primarily on the straight-line basis over the estimated useful lives of the
respective assets, generally ranging from three to seven years.

3. Revenue Recognition

Revenues from the sale of lists are recognized upon the shipment to
customers of lists on computerized labels, magnetic tape or computer diskettes
for a one-time usage. Additional billings are made by the Company for
additional usage by the customers. Revenues from the sale of software use are
recognized upon installation by the Company and acceptance from customers.
Historically, actual sales returns and allowances have not been material.

4. Costs of Lists

Costs of purchased lists are amortized on a straight-line basis over their
estimated useful lives, generally one to five years. The Company determines
the useful lives of its lists based upon the estimated period of time such
lists are marketable. The portion of the list amortized within one year from
the balance sheet date is classified as a current asset. The Company
periodically reviews the marketability of its lists and, accordingly, the
respective estimated useful lives. Such reviews, to date, have not resulted in
revised estimates of useful lives of the lists.

5. Earnings per Share

Earnings per share are based upon the weighted average number of shares of
common stock outstanding during the year. Common stock equivalents are not
included in the computation as they are not materially dilutive.

F-55
<PAGE>

AMERICAN LIST CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

FEBRUARY 28, 1997, FEBRUARY 29, 1996 AND FEBRUARY 28, 1995

6. Income Taxes

Deferred tax assets and liabilities are recognized for the estimated future
tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax
rates in effect for the year in which those temporary differences are expected
to be recovered or settled. The effect on deferred tax assets and liabilities
of a change in tax rates is recognized in income in the period that includes
the enactment date.

7. Marketable Securities

The Company's investments are classified into three categories. Those
securities classified as "trading" or "available-for-sale" are reported at
market value. Debt securities are classified as "held to maturity" which are
reported at amortized cost. Cost is determined using the specific
identification method. Unrealized gains and losses from securities "available-
for-sale" are reported as a separate component of stockholders' equity, net of
related tax effects.

8. Statement of Cash Flows

The Company considers all highly liquid debt instruments purchased with an
original maturity of three months or less to be cash equivalents. The Company
paid income taxes for the years ended February 28, 1997, February 29, 1996 and
February 28, 1995 of $4,211,395, $4,832,044, and $4,553,686, respectively.
During fiscal 1995, the Company had noncash investing and financing activities
in connection with the acquisition of a licensing agreement of approximately
$3,339,000.

9. Financial Instruments and Credit Risk

Financial instruments which potentially subject the Company to
concentrations of credit risk are primarily cash and cash equivalents,
marketable securities and accounts receivable. The Company places its
investments in highly rated financial institutions, United States Treasury
bills, investment grade short-term debt instruments and state and local
municipalities, while limiting the amount of credit exposure to any one
entity. Concentrations of credit risk with respect to accounts receivable are
limited due to the large number of customers, generally short payment terms,
and their dispersion across geographic areas.

10. Use of Estimates

In preparing financial statements in conformity with generally accepted
accounting principles, management is required to make estimates and
assumptions that affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of the financial
statements, and revenues and expenses during the reporting period. Actual
results could differ from those estimates.

11. New Accounting Standards Not Yet Adopted

In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128, "Earnings Per Share," which is
effective for financial statements for both interim and annual periods ending
after December 15, 1997. Early adoption of the new standard is not permitted.
The standard eliminates primary and fully diluted earnings per share and
requires presentation of basic and diluted earnings per share together with
disclosure of how the per share amounts were computed. The adoption of this
new standard is not expected to have a material impact on the disclosure of
earnings per share in the consolidated financial statements.

F-56
<PAGE>

AMERICAN LIST CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

FEBRUARY 28, 1997, FEBRUARY 29, 1996 AND FEBRUARY 28, 1995

The Financial Accounting Standards Board has issued Statement of Financial
Accounting Standards No. 129 ("SFAS No. 129"), "Disclosure of Information
About Capital Structure." The Company does not anticipate that SFAS No. 129
will have a material impact on the consolidated financial statements.

NOTE B--MARKETABLE SECURITIES

The amortized cost, unrealized gains and losses, and market values of the
Company's held-to-maturity and available-for-sale securities are summarized as
follows:

<TABLE>
<CAPTION>
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED MARKET
COST GAINS LOSSES VALUE
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
February 28, 1997
Held to maturity, maturing in
less than one year
State and municipal bonds...... $5,571,856 $ 4,493 $ (5,945) $5,570,404
Certificates of deposit........ 188,656 (547) 188,109
---------- ------- -------- ----------
$5,760,512 $ 4,493 $ (6,492) $5,758,513
========== ======= ======== ==========
Available for sale
Equity securities.............. $ 104,452 $ 1,192 $(23,739) $ 81,905
Government income securities... 498,162 (43,167) 454,995
---------- ------- -------- ----------
$ 602,614 $ 1,192 $(66,906) $ 536,900
========== ======= ======== ==========
February 29, 1996
Held to maturity, maturing in
less than one year
State and municipal bonds...... $6,484,774 $ 8,116 $ (718) $6,492,172
U.S. Treasury bills............ 500,353 (116) 500,237
Certificates of deposit........ 281,955 (541) 281,414
---------- ------- -------- ----------
$7,267,082 $ 8,116 $ (1,375) $7,273,823
========== ======= ======== ==========
Available for sale
Equity securities.............. $ 102,882 $ 1,091 $(30,760) $ 73,213
Government income securities... 469,808 (35,052) 434,756
---------- ------- -------- ----------
$ 572,690 $ 1,091 $(65,812) $ 507,969
========== ======= ======== ==========
February 28, 1995
Held to maturity, maturing in
less than one year
State and municipal bonds $6,214,203 $ 3,566 $(15,947) $6,201,822
U.S. Treasury bills............ 613,840 14,362 628,202
---------- ------- -------- ----------
$6,828,043 $17,928 $(15,947) $6,830,024
========== ======= ======== ==========
Available for sale
Equity securities.............. $ 173,293 $ 803 $(43,763) $ 130,333
Government income securities... 439,968 (46,934) 393,034
---------- ------- -------- ----------
$ 613,261 $ 803 $(90,697) $ 523,367
========== ======= ======== ==========
</TABLE>

As a result of changes in market value of the available-for-sale security
portfolio, a valuation adjustment of $3,747, $4,687 and $(11,833), net of
deferred taxes, is recorded as a separate component of stockholders' equity at
February 28, 1997, February 29, 1996 and February 28, 1995, respectively.

F-57
<PAGE>

AMERICAN LIST CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

FEBRUARY 28, 1997, FEBRUARY 29, 1996 AND FEBRUARY 28, 1995

NOTE C--INCOME TAXES

The Company files a consolidated Federal income tax return.

Income tax expense is comprised of the following elements:

<TABLE>
<CAPTION>
1997 1996 1995
---------- ---------- ----------
<S> <C> <C> <C>
Current
Federal................................. $3,374,000 $3,817,000 $3,126,000
State................................... 579,000 611,000 625,000
---------- ---------- ----------
$3,953,000 $4,428,000 $3,751,000
========== ========== ==========
</TABLE>

The difference between these amounts and amounts computed by applying the
statutory Federal income tax rate to earnings before taxes is as follows:

<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED YEAR ENDED
FEBRUARY 28, 1997 FEBRUARY 29, 1996 FEBRUARY 28, 1995
------------------ ------------------ ------------------
% OF % OF % OF
PRETAX PRETAX PRETAX
AMOUNT INCOME AMOUNT INCOME AMOUNT INCOME
---------- ------ ---------- ------ ---------- ------
<S> <C> <C> <C> <C> <C> <C>
Computed "expected" tax
expense................ $3,638,484 34.0% $4,092,587 34.0% $3,375,200 34.0%
Increases (reductions)
in taxes resulting from
State income taxes, net
of Federal income tax
benefit................ 382,140 3.5 403,260 3.4 412,500 4.2
Other................... (67,624) (.6) (67,847) (.6) (36,700) (.4)
---------- ---- ---------- ---- ---------- ----
Actual tax expense...... $3,953,000 36.9% $4,428,000 36.8% $3,751,000 37.8%
========== ==== ========== ==== ========== ====
</TABLE>

NOTE D--PENSION AND PROFIT-SHARING PLANS

Effective March 1, 1974, the Company adopted both pension and profit-sharing
plans covering all full-time employees, as defined, which provide for death
and retirement benefits. The noncontributory plans are funded through the
purchase of insurance policies and contributions to trust funds.

Pension and profit-sharing expenses have been charged as follows for the
years ended:
<TABLE>
<CAPTION>
FEBRUARY 28, FEBRUARY 29, FEBRUARY 28,
1997 1996 1995
------------ ------------ ------------
<S> <C> <C> <C>
Pension expense.................... $ 195,311 $ 178,306 $ 174,222
Profit-sharing expense............. 30,000 25,000 23,000
--------- --------- ---------
$ 225,311 $ 203,306 $ 197,222
========= ========= =========
</TABLE>

NOTE E--LICENSE AGREEMENT

Effective July 1, 1994, the Company entered into an exclusive licensing
agreement, whereby the Company obtained a ten-year license to use, reproduce
and distribute a defined segment of the licensor's lists and to use

F-58
<PAGE>

AMERICAN LIST CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

FEBRUARY 28, 1997, FEBRUARY 29, 1996 AND FEBRUARY 28, 1995

their sources and customer list to compile and market the Company's own lists.
The licensor will have the nonexclusive right to broker the licensed list to
third parties in return for a commission.

As consideration for the granting of the license, the Company will pay a
total of $4,200,000. The license fee is payable in three annual installments
of $600,000 which began July 1994; three annual installments of $500,000
beginning July 1997; three annual installments of $250,000 beginning July
2000; and a final installment of $150,000 in July 2003.

The Company has recorded the cost and related obligation for the license,
net of imputed interest at 7.25%, which approximated $3.3 million. The net
cost of the license is being amortized on a straight-line basis over the ten-
year term of the license agreement.

In the event that facts and circumstances indicate that the deferred cost of
the license may be impaired, an evaluation of recoverability would be
performed. If an evaluation is required, the estimated future undiscounted
cash flows associated with the license would be compared to the asset's
carrying amount to determine if a write-down to market value or discounted
cash flow value is required. Impairment would be recognized in operating
results if a permanent diminution in value were to occur. At February 28,
1997, the value of the asset ("deferred license cost") is estimated to be
fully recoverable.

NOTE F--COMMITMENTS AND CONTINGENCIES

Lease Commitments

The Company currently occupies an office and computer facility under an
operating lease which commenced June 15, 1991 and expires June 15, 2001. The
lease, as amended on July 1, 1996, currently provides for an annual base rent
of $285,812 which will increase ratably over the term of the lease to a
maximum of $331,050. The lease contains an escalation clause relating to
increases in real estate taxes.

The Company also maintains a branch sales office under an operating lease
which commenced on July 1, 1996 and expires June 30, 2001. The lease currently
provides for an annual base rent of $16,500, which will increase ratably over
the term of the lease to a maximum of $19,738.

The approximate minimum rental commitments under these operating leases are
as follows:

<TABLE>
<CAPTION>
YEARS ENDING FEBRUARY 28,
-------------------------
<S> <C>
1998......................................................... $ 322,000
1999......................................................... 331,000
2000......................................................... 341,000
2001......................................................... 351,000
2002......................................................... 101,000
-----------
Total minimum payments required.............................. $ 1,446,000
===========
</TABLE>

Total rent expense for the years ended February 28, 1997, February 29, 1996
and February 28, 1995 including escalation payments, amounted to approximately
$394,000, $294,000 and $288,000, respectively.

Legal Proceedings

An officer of the Company, who was subject to an employment agreement
expiring in March 2001, was terminated in February 1997. The employee has
challenged the basis for termination under the terms of such

F-59
<PAGE>

AMERICAN LIST CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

FEBRUARY 28, 1997, FEBRUARY 29, 1996 AND FEBRUARY 28, 1995

agreement before an independent arbitrator and accordingly seeks
reinstatement, back pay and benefits. The Company's counsel with respect to
this matter believes that the Company has meritorious defenses and is pursuing
the matter vigorously. Furthermore, the Company does not believe that this
action will have a material adverse affect on the Company's results of
operations, cash flow or financial position.

From time to time and currently, the Company is subject to ordinary routine
litigation and various other legal proceedings, claims and liabilities which
are incidental to the business. The Company believes that none of these other
legal proceedings has had or is likely to have a material adverse affect on
the Company's results of operations, cash flow or financial position.

NOTE G--STOCKHOLDERS' EQUITY

The Company's 1992 Stock Option Plan (the "Plan") provides for the issuance
of options to purchase up to 300,000 shares, as adjusted, of common stock. The
Plan provides for the issuance of both incentive stock options to purchase the
Company's common stock at not less than fair market value on the date of the
grant and nonqualified options to purchase shares at exercise prices
determined by the Board of Directors.

A summary of stock option activity related to the Company's Plan is as
follows:
<TABLE>
<CAPTION>
NONQUALIFIED
INCENTIVE STOCK OPTIONS STOCK OPTIONS
-------------------------------- --------------
WEIGHTED-
AVERAGE
EXERCISE PRICE
PRICE RANGE SHARES PRICE RANGE SHARES
------------- ------- --------- ------- ------
<S> <C> <C> <C> <C> <C>
Outstanding at March 1, 1995.. $ 9.39-$18.00 135,145 $ 16.08 $ 11.89 1,650
Granted...................... 21.00- 29.88 57,500 22.01
Exercised.................... 9.39- 11.89 (6,290) 10.18
------- -----
Outstanding at February 29,
1996......................... 9.39- 29.88 186,355 18.12 11.89 1,650
Granted...................... 26.88 7,000 26.88
Exercised.................... 9.39- 18.00 (35,275) 13.70
Expired...................... 18.00 (75,000) 18.00
-------
Outstanding at February 28,
1997......................... $10.08-$29.88 83,080 $ 20.85 $ 11.89 1,650
======= ======= ======= =====
Exercisable at February 28,
1997......................... $10.08-$29.88 83,080 $ 20.85 $ 11.89 1,650
======= ======= ======= =====
</TABLE>

The following table summarizes information concerning currently outstanding
and exercisable incentive stock options:

<TABLE>
<CAPTION>
WEIGHTED-AVERAGE WEIGHTED-
RANGE OF NUMBER OUTSTANDING REMAINING CONTRACTUAL AVERAGE
EXERCISE PRICES AND EXERCISABLE LIFE (YEARS) EXERCISE PRICE
- --------------- ------------------ --------------------- --------------
<S> <C> <C> <C>
$10-$20................. 18,415 6.8 years $ 14.95
20- 30................. 64,665 8.26 years 22.54
------
83,080
======
</TABLE>

F-60
<PAGE>

AMERICAN LIST CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

FEBRUARY 28, 1997, FEBRUARY 29, 1996 AND FEBRUARY 28, 1995

The weighted average option fair value on the grant date was $11.34 and
$9.09 for options issued during the years ended February 28, 1997 and February
28, 1996, respectively.

The Company has adopted only the disclosure provisions of Statement of
Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" ("SFAS No. 123"); it applies APB Opinion No. 25, "Accounting for
Stock Issued to Employees," and related Interpretations in accounting for the
Plan and does not recognize compensation expense for such Plan. If the Company
had elected to recognize compensation expense based upon the fair value at the
grant dates for awards under these plans consistent with the methodology
prescribed by SFAS No. 123, the Company's reported net earnings and earnings
per share would be reduced to the pro forma amounts indicated below for the
years ended:

<TABLE>
<CAPTION>
FEBRUARY 28, FEBRUARY 29,
1997 1996
------------ ------------
<S> <C> <C>
Net earnings......................................
As reported...................................... $ 6,748,423 $ 7,609,022
Pro forma........................................ 6,655,393 7,051,597
Earnings per common share
As reported...................................... $ 1.51 $ 1.68
Pro forma........................................ 1.49 1.55
</TABLE>

These pro forma amounts may not be representative of future disclosures
because they do not take into effect pro forma compensation expense related to
grants made before fiscal 1996. The fair value of these options was estimated
at the date of grant using the Black-Scholes option-pricing model with the
following weighted-average assumptions for the fiscal years ended February 28,
1997 and February 29, 1996, respectively: expected volatility of 34 and 32
percent; risk-free interest rates of 6.51 and 6.39 percent; and expected life
of seven years for both years.

The Black-Scholes option valuation model was developed for use in estimating
the fair value of traded options which have no vesting restrictions and are
fully transferable. In addition, option valuation models require the use of
highly subjective assumptions including the expected stock price volatility.
Because the Company's employee stock options have characteristics
significantly different from those of traded options, and because changes in
the subjective assumptions can materially affect the fair value estimate, in
management's opinion, the existing models do not necessarily provide a
reliable single measure of the fair value of its employee stock options.

On May 23, 1996, the Board of Directors increased the number of shares the
Company may repurchase under its common stock purchase plan to 300,000 shares
of the Company's common stock. On April 7 and November 16, 1995, the Company
purchased 24,600 and 300 shares of its common stock for $509,238 and $7,634,
respectively. In May 1996, the Company purchased 110,000 shares of its common
stock in the open market for $2,768,009. In January 1997, the Company
purchased 55,000 shares of its common stock in the open market for $1,325,815.

In connection with the transaction described in Note I, the Company has
discontinued its common stock buy-back program.

F-61
<PAGE>

AMERICAN LIST CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

FEBRUARY 28, 1997, FEBRUARY 29, 1996 AND FEBRUARY 28, 1995

NOTE H--ACQUISITION OF GEODEMX

On June 22, 1995, the Company acquired substantially all of the operating
assets and liabilities of GeoDemX for nominal consideration. The purchase
agreement provides for, among other things, additional consideration to be
paid based on a percentage of GeoDemX's annual pretax earnings through
February 28, 1999. Such additional consideration shall be paid through the
issuance of the Company's common stock. However, the sellers may elect to
receive up to 50% of such additional consideration in cash. The cost in excess
of the fair value of the net assets acquired, approximating $125,000, has been
included in other assets, and was being amortized on a straight-line basis
over a five-year period. The Company periodically reviews and evaluates
whether there has been any permanent impairment in the value of recorded
amounts. Factors considered in the valuation include current operating
results, trends and anticipated undiscounted future cash flows. During the
fourth quarter of fiscal 1997, the Company recognized a goodwill impairment
charge of approximately $100,000 related to the June 1995 acquisition of
GeoDemX.

At the date of acquisition, the Company set forth certain conditions and
expectations for the GeoDemX business. At present, it cannot assure that it
will continue to fund the operations of GeoDemX. However, the Company expects
to recover the carrying value of the net assets of GeoDemX ($133,000) at
February 28, 1997.

NOTE I--SUBSEQUENT EVENT

On March 18, 1997, the Company entered into an Agreement and Plan of Merger
(the "Agreement") with Snyder Communications, Inc. ("Snyder") and will become
a wholly-owned subsidiary of Snyder.

In accordance with the Agreement, each share of the Company's common stock
outstanding immediately prior to the merger will be converted into shares of
Snyder common stock equal to the exchange ratio determined in the following
manner: (i) if the average final closing price of the Snyder common stock
equals or exceeds $32.00, the exchange ratio will be 1.00; (ii) if the average
final closing price equals or exceeds $28.00 but is less than $32.00, the
exchange ratio will equal the quotient of $32.00 divided by the average final
closing price; (iii) if the average final closing price equals or exceeds
$26.00 but is less than $28.00, the exchange ratio will be 1.14; and (iv) if
the average final closing price is less than $26.00, the exchange ratio will
equal the quotient (rounded to four decimal places) of $29.71 divided by the
average final closing price, as defined. Snyder has the right to terminate the
Agreement if the average final closing price of its common stock is less than
$24.00 per share. The Company has the right to terminate the Agreement if the
average final closing price of Snyder's common stock is less than $20.00 per
share.

The merger is subject to approval by the stockholders of the Company and to
customary regulatory approval.

NOTE J--EVENTS (UNAUDITED) SUBSEQUENT TO THE DATE OF THE REPORT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS

With respect to the planned merger discussed in Note I--Subsequent Event, on
July 11, 1997 the Company was acquired by Snyder, and became a wholly owned
subsidiary of Snyder.

With respect to the legal proceeding discussed in Note F-Commitments and
Contingencies, based upon events subsequent to the July 11, 1997 merger of the
Company with Snyder, Snyder will record a provision in their consolidated
third quarter income statement (in which the Company will be included therein)
for the year ending December 31, 1997 for an amount expected to resolve this
matter.

As a result of Snyder's acquisition of the Company, other subsequent
acquisitions by Snyder and Snyder's current competitive strategy, Snyder has
determined that the Company's intangible assets associated with the license
fee discussed in Note E-License Agreement have been impaired and accordingly,
Snyder will record an impairment loss of $2.4 million in their consolidated
third quarter income statement (in which the Company will be included therein)
for the year ending December 31, 1997.

F-62
<PAGE>

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
ON FINANCIAL STATEMENT SCHEDULE

Board of Directors and Stockholders
American List Corporation

In connection with our audit of the consolidated financial statements of
American List Corporation and Subsidiaries referred to in our report dated
April 11, 1997, we have also audited financial statement Schedule II for each
of the years in the three-year period ended February 28, 1997. In our opinion
the financial statement schedule presents fairly, in all material respects,
the information required to be set forth therein.

GRANT THORNTON LLP

/s/ GRANT THORNTON LLP

Melville, New York
April 11, 1997

F-63
<PAGE>

AMERICAN LIST CORPORATION AND SUBSIDIARIES

SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS

<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-------- ---------- --------------------- ----------- ----------
ADDITIONS
---------------------
(1) (2)
CHARGED TO
BALANCE AT CHARGED TO OTHER BALANCE AT
BEGINNING COSTS AND ACCOUNTS- DEDUCTIONS- END OF
DESCRIPTION OF PERIOD EXPENSES DESCRIBE DESCRIBE PERIOD
----------- ---------- ---------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C>
Allowance for doubtful
accounts
Year ended February
28, 1997............. $50,000 $73,691 --- $43,691 (a) $80,000
======= ======= ========== =======
Year ended February
29, 1996............. $50,000 $17,734 --- $17,734 (a) $50,000
======= ======= ========== =======
Year ended February
28, 1995............. $90,000 $22,955 --- $62,955 (a) $50,000
======= ======= ========== =======
</TABLE>
- --------
(a) Uncollectible accounts written off.

F-64
<PAGE>

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFERING COVERED BY THIS PROSPECTUS. IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AU-
THORIZED BY THE COMPANY, THE SELLING STOCKHOLDERS, THE OVER-ALLOTMENT SELLING
STOCKHOLDERS OR THE UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER
TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, THE COMMON STOCK IN ANY JURIS-
DICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HERE-
UNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS NOT
BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN THE AFFAIRS OF
THE COMPANY SINCE THE DATE HEREOF.

---------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Summary.................................................................. 1
Risk Factors............................................................. 9
Use of Proceeds.......................................................... 16
Dividend Policy.......................................................... 16
Price Range of Common Stock.............................................. 16
Capitalization........................................................... 17
Selected Supplemental Financial and Operating Data....................... 18
Selected Financial and Operating Data.................................... 21
Management's Discussion and Analysis of Financial Condition and Results
of Operations........................................................... 23
Business................................................................. 30
Management............................................................... 42
Certain Transactions..................................................... 46
Principal Stockholders................................................... 48
Selling Stockholders..................................................... 50
Description of Capital Stock............................................. 54
Shares Eligible for Future Sale.......................................... 55
Considerations for Non-United States Holders............................. 58
Underwriting............................................................. 60
Legal Matters............................................................ 63
Experts.................................................................. 63
Available Information.................................................... 63
Index to Financial Statements............................................ F-1
</TABLE>

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

7,721,895 SHARES

SNYDER COMMUNICATIONS, INC. [LOGO]

COMMON STOCK

---------------

PROSPECTUS

---------------

MERRILL LYNCH & CO.
GOLDMAN, SACHS & CO.
MONTGOMERY SECURITIES
BEAR, STEARNS & CO. INC.

, 1997

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>

[ALTERNATIVE PAGES FOR INTERNATIONAL PROSPECTUS]

SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED AUGUST 15, 1997
PROSPECTUS
- ----------
7,721,895 SHARES

SNYDER COMMUNICATIONS, INC.

[LOGO]

COMMON STOCK
------------

Of the 7,721,895 shares of Common Stock offered hereby, 1,544,379 are being
offered for sale initially outside the United States and Canada by the
International Managers and 6,177,516 shares are being offered for sale
initially in a concurrent offering in the United States and Canada by the U.S.
Underwriters. The initial public offering price and the underwriting discount
per share will be identical for both Offerings. See "Underwriting." The
Offerings are expected to close concurrently with the offering of STRYPES (as
defined herein) described in "Shares Eligible for Future Sale."

SEE "RISK FACTORS" BEGINNING ON PAGE 9 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF COMMON STOCK OFFERED
HEREBY.

-----------

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PROCEEDS TO
PRICE TO UNDERWRITING PROCEEDS TO SELLING
PUBLIC DISCOUNT(1) COMPANY(2) STOCKHOLDERS
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Per Share....................... $ $ $ $
- --------------------------------------------------------------------------------
Total(3)........................ $ $ $ $
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(1) The Company, Snyder Communications, L.P., the Selling Stockholders and the
Over-Allotment Selling Stockholders have agreed to indemnify the several
Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933, as amended. See "Underwriting."
(2) Before deducting expenses payable by the Company, estimated at $ .
(3) The Over-Allotment Selling Stockholders have granted the International
Managers and U.S. Underwriters options to purchase up to an additional
231,657 shares and 926,627 shares of Common Stock, respectively,
exercisable within 30 days after the date hereof, solely to cover over-
allotments, if any. If such options are exercised in full, the total Price
to Public, Underwriting Discount, Proceeds to Company and Proceeds to
Selling Stockholders (including, in such case, the Over-Allotment Selling
Stockholders) will be $ , $ , $ and $ , respectively. See
"Underwriting."

-----------

MERRILL LYNCH INTERNATIONAL
GOLDMAN SACHS INTERNATIONAL
MONTGOMERY SECURITIES
BEAR, STEARNS INTERNATIONAL LIMITED

-----------

The date of this Prospectus is , 1997.
X-1
<PAGE>

UNDERWRITING

Merrill Lynch International, Goldman Sachs International, Montgomery
Securities and Bear, Stearns International Limited are acting as lead managers
(the "Lead Managers") for each of the International Managers named below (the
"International Managers"). Subject to the terms and conditions set forth in an
international purchase agreement (the "International Purchase Agreement")
among the Company, the Selling Stockholders, the Over-Allotment Selling
Stockholders and the International Managers, and concurrently with the sale of
6,177,516 shares of Common Stock to the U.S. Underwriters (as defined below),
the Company and the Selling Stockholders have agreed to sell to the
International Managers, and each of the International Managers severally and
not jointly has agreed to purchase from the Company and the Selling
Stockholders, the number of shares of Common Stock set forth opposite its name
below.

<TABLE>
<CAPTION>
NUMBER OF
INTERNATIONAL MANAGER SHARES
--------------------- ---------
<S> <C>
Merrill Lynch International........................................
Goldman Sachs International........................................
Montgomery Securities..............................................
Bear, Stearns International Limited................................
---------
Total......................................................... 1,544,379
=========
</TABLE>

The Company, the Selling Stockholders and the Over-Allotment Selling
Stockholders have also entered into a U.S. purchase agreement (the "U.S.
Purchase Agreement") with certain underwriters in the United States and Canada
(the "U.S. Underwriters" and, together with the International Managers, the
"Underwriters") for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated
("Merrill Lynch"), Goldman, Sachs & Co., Montgomery Securities and Bear,
Stearns & Co. Inc. are acting as representatives (the "U.S. Representatives").
Subject to the terms and conditions set forth in the U.S. Purchase Agreement,
and concurrently with the sale of 1,544,379 shares of Common Stock to the
International Managers pursuant to the International Purchase Agreement, the
Company and the Selling Stockholders have agreed to sell to the U.S.
Underwriters, and the U.S. Underwriters severally have agreed to purchase from
the Company and the Selling Stockholders, an aggregate of 6,177,516 shares of
Common Stock. The initial public offering price per share and the total
underwriting discount per share of Common Stock are identical under the
International Purchase Agreement and the U.S. Purchase Agreement.

In the International Purchase Agreement and the U.S. Purchase Agreement, the
several International Managers and the several U.S. Underwriters,
respectively, have agreed, subject to the terms and conditions set forth
therein, to purchase all of the shares of Common Stock being sold pursuant to
each such agreement if any of the shares of Common Stock being sold pursuant
to each such agreement are purchased. Under certain circumstances, under the
U.S. Purchase Agreement and the International Purchase Agreement, the
commitments of non-defaulting Underwriters may be increased. The closings with
respect to the sale of shares of Common Stock to be purchased by the
International Managers and the U.S. Underwriters are conditioned upon one
another.

The Lead Managers have advised the Company that the International Managers
propose initially to offer the shares of Common Stock offered hereby to the
public at the initial public offering price set forth on the cover page of
this Prospectus, and to certain dealers at such price less a concession not in
excess of $ per share of Common Stock. The International Managers may allow,
and such dealers may reallow, a discount not in excess of $ per share of
Common Stock on sales to certain other dealers. After the initial public
offering, the public offering price, concession and discount may be changed.

The Over-Allotment Selling Stockholders have granted options to the
International Managers, exercisable for 30 days after the date of this
Prospectus, to purchase up to an aggregate of 231,657 additional shares of
Common Stock at the initial public offering price set forth on the cover page
of this Prospectus, less the underwriting discount. The International Managers
may exercise these options only to cover over-allotments, if

X-2
<PAGE>

any, made on the sale of the Common Stock offered hereby. To the extent that
the International Managers exercise these options, each International Manager
will be obligated, subject to certain conditions, to purchase a number of
additional shares of Common Stock proportionate to such International
Manager's initial amount reflected in the foregoing table. The Over-Allotment
Selling Stockholders also have granted options to the U.S. Underwriters,
exercisable for 30 days after the date of this Prospectus, to purchase up to
an aggregate of 926,627 additional shares of Common Stock to cover over-
allotments, if any, on terms similar to those granted to the International
Managers.

The Company, certain Selling Stockholders, the Over-Allotment Selling
Stockholders and the Company's directors and executive officers have agreed,
subject to certain exceptions for pledges and, in the case of the Company, the
grant and exercise of employee stock options and the issuance of shares in
connection with acquisitions as long as all executive officers, directors and
other affiliates of the entity being acquired have agreed in writing to the
restrictions set forth below, and the effecting of the STRYPES transaction
described herein, not to, directly or indirectly, sell, offer to sell, grant
any option for the sale of, or otherwise dispose of, any capital stock of the
Company or any security convertible or exchangeable into, or exercisable for,
such capital stock, or, in the case of the Company, file any registration
statement with respect to any of the foregoing (other than a registration
statement on Form S-8 to register shares issuable upon exercise of employee
stock options or a registration statement on Form S-4 to register shares
issuable in connection with an acquisition), for a period of 90 days after the
date of this Prospectus, without the prior written consent of Merrill Lynch.

The International Managers and the U.S. Underwriters have entered into an
intersyndicate agreement (the "Intersyndicate Agreement") that provides for
the coordination of their activities. Pursuant to the Intersyndicate
Agreement, the International Managers and the U.S. Underwriters are permitted
to sell shares of Common Stock to each other for purposes of resale at the
initial public offering price, less an amount not greater than the selling
concession. Under the terms of the Intersyndicate Agreement, the International
Managers and any dealer to whom they sell shares of Common Stock will not
offer to sell or sell shares of Common Stock to U.S. persons or to Canadian
persons or to persons they believe intend to resell to U.S. or Canadian
persons, and the U.S. Underwriters and any dealer to whom they sell shares of
Common Stock will not offer to sell or sell shares of Common Stock to persons
who are non-U.S. or non-Canadian persons or to persons they believe intend to
resell to persons who are non-U.S. or non-Canadian persons, except in the case
of transactions pursuant to the Intersyndicate Agreement.

The Company, the Partnership, the Selling Stockholders and the Over-
Allotment Selling Stockholders have agreed to indemnify the International
Managers and the U.S. Underwriters against certain liabilities, including
liabilities under the Securities Act of 1933, as amended, or to contribute to
payments the International Managers and the U.S. Underwriters may be required
to make in respect thereof.

If the Underwriters create a short position in the Common Stock in
connection with the Offerings, i.e., if they sell more shares of Common Stock
than are set forth on the cover page of this Prospectus, the U.S.
Representatives may reduce that short position by purchasing Common Stock in
the open market. The U.S. Representatives may also elect to reduce any short
position by exercising all or part of the over-allotment option described
above.

X-3
<PAGE>

amount of the selling concession from the Underwriters and selling group
members who sold those shares as part of the Offerings.

Each International Manager has agreed that (i) it has not offered or sold
and, prior to the expiration period of six months from the Closing Date, will
not offer or sell any shares of Common Stock to persons in the United Kingdom,
except to persons whose ordinary activities involve them in acquiring,
holding, managing or disposing of investments (as principal or agent) for the
purposes their businesses or otherwise in circumstances which do not
constitute an offer to the public in the United Kingdom within the meaning of
the Public Offers of Securities Regulations 1995; (ii) it has complied and
will comply with all applicable provisions of the Financial Services Act 1986
with respect to anything done by it in relation to the Common Stock in, from
or otherwise involving the United Kingdom; and (iii) it has only issued or
passed on and will only issue or pass on in the United Kingdom any document
received by it in connection with the issuance of Common Stock to a person who
is of a kind described in Article 11(3) of the Financial Services Act 1986
(Investment Advertisement) (Exemptions) Order 1996 or is a person to whom such
document may otherwise lawfully be issued or passed on.

No action has been or will be taken in any jurisdiction (except in the
United States) that would permit a public offering of the shares of Common
Stock, or the possession, circulation or distribution of this Prospectus or
any other material relating to the Company, the Selling Stockholders, the
Over-Allotment Selling Stockholders or shares of Common Stock in any
jurisdiction where action for that purpose is required. Accordingly, the
shares of Common Stock may not be offered or sold, directly or indirectly, and
neither this Prospectus nor any other offering material or advertisements in
connection with the shares of Common Stock may be distributed or published, in
or from any country or jurisdiction except in compliance with any applicable
rules and regulations of any such country or jurisdiction.

Purchasers of the shares offered hereby may be required to pay stamp taxes
and other charges in accordance with the laws and practices of the country of
purchase in addition to the offering price set forth on the cover page hereof.

X-4
<PAGE>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY IN-
FORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFERING COVERED BY THIS PROSPECTUS. IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHO-
RIZED BY THE COMPANY, THE SELLING STOCKHOLDERS, THE OVER-ALLOTMENT SELLING
STOCKHOLDERS OR THE UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER
TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, THE COMMON STOCK IN ANY JURIS-
DICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUN-
DER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS NOT
BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN THE AFFAIRS OF
THE COMPANY SINCE THE DATE HEREOF.

---------------

TABLE OF CONTENTS

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

7,721,895 SHARES

SNYDER COMMUNICATIONS, INC.
[LOGO]

COMMON STOCK

---------------

PROSPECTUS

---------------

MERRILL LYNCH INTERNATIONAL
GOLDMAN SACHS INTERNATIONAL
MONTGOMERY SECURITIES
BEAR, STEARNS INTERNATIONAL LIMITED

, 1997

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
X-5
<PAGE>

[ALTERNATIVE PAGES FOR STRYPES PROSPECTUS]

PROSPECTUS
- ---------- ----------------

4,000,000 SHARES

SNYDER COMMUNICATIONS, INC.

COMMON STOCK

----------------
This Prospectus relates to 4,000,000 shares of Common Stock, par value $.001
per share (the "Common Stock"), of Snyder Communications, Inc., a Delaware
corporation ("Snyder" or the "Company"), which may be distributed to holders
of the Structured Yield Product Exchangeable for Stock (SM) (each, a "STRYPES")
issued by Snyder STRYPES Trust, a Delaware business trust (the "Trust"), upon
conclusion of the term of the Trust on , 2000 (the "Exchange Date") or
upon earlier dissolution of the Trust in certain circumstances (such Common
Stock, along with any Common Stock available for distribution upon exercise of
the Underwriters' over-allotment option, the "STRYPES-Related Common Stock").
The Trust has granted the Underwriters of the STRYPES a 30-day option to
purchase additional STRYPES, solely to cover over-allotments, if any. This
Prospectus also relates to up to an additional 600,000 shares of Common Stock
which may be distributed by the Trust to the holders of (i) STRYPES issued
upon the exercise of the over-allotment option granted to the Underwriters of
the STRYPES and (ii) STRYPES subscribed for and purchased by an affiliate of
Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") in
connection with the formation of the Trust.

All of the shares of Common Stock covered hereby are beneficially owned by
certain stockholders of the Company (the "Beneficial Stockholders") who
received such shares in connection with the reorganization of the Company in
1996. The shares of Common Stock covered hereby are owned of record by
entities that are beneficially owned by the Beneficial Stockholders (such
record holders, the "Contracting Stockholders"). The Beneficial Stockholders
and the Contracting Stockholders are hereinafter referred to collectively as
the "Stockholders." The Company has been advised that the Contracting
Stockholders may deliver such Common Stock to the Trust pursuant to a forward
purchase contract (the "Contract") among the Contracting Stockholders and the
Trust. In lieu of delivering shares of Common Stock, the Contracting
Stockholders have the right to satisfy their obligations under the Contract,
in whole or in part, by delivering cash with an equal value. The Company is
not affiliated with the Trust and will not receive any of the proceeds from
the sale of the STRYPES or as a result of the distribution of the Common Stock
in connection therewith.

The STRYPES are offered by a separate prospectus of the Trust (the "STRYPES
Prospectus"). This Prospectus of the Company relates only to the STRYPES-
related Common Stock covered hereby and does not relate to the STRYPES. THE
COMPANY TAKES NO RESPONSIBILITY FOR ANY INFORMATION INCLUDED IN OR OMITTED
FROM THE STRYPES PROSPECTUS. THE STRYPES PROSPECTUS DOES NOT CONSTITUTE A PART
OF THIS PROSPECTUS, NOR IS IT INCORPORATED BY REFERENCE HEREIN. Because the
STRYPES are a separate security issued by the Trust, for which the Company has
no responsibility, an investment in the STRYPES may have materially different
characteristics and risks from a direct investment in the Common Stock. This
Prospectus does not reflect any changes in the STRYPES or the offering thereof
after the date of this Prospectus.

SEE "RISK FACTORS" BEGINNING ON PAGE 9 FOR A DISCUSSION OF CERTAIN FACTORS
RELEVANT TO AN INVESTMENT IN THE COMMON STOCK.

The Common Stock is quoted on the New York Stock Exchange (the "NYSE") under
the symbol "SNC." On August 13, 1997, the last reported sale price of the
Common Stock on the NYSE was $28.50 per share. See "Price Range of Common
Stock."

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

----------------
(SM)Service mark of Merrill Lynch & Co., Inc.

The date of this Prospectus is , 1997.

Y-1
<PAGE>

[TO REPLACE THE FIRST PARAGRAPH OF TEXT ON THE INSIDE FRONT COVER PAGE]

Certain persons participating in the offering of the STRYPES may engage in
transactions that stabilize, maintain, or otherwise affect the price of the
Common Stock. Such transactions may include stabilizing, the purchase of
STRYPES to cover syndicate short positions and the imposition of penalty bids.
For a description of these activities, see "Plan of Distribution."

[TO BE ADDED TO "SUMMARY"]

RECENT DEVELOPMENTS

Simultaneously with, but not conditioned upon, the offering of the STRYPES
pursuant to the STRYPES Prospectus, the Company is offering for sale to the
public 1,500,000 shares of Common Stock and certain selling stockholders of
the Company are offering 6,221,895 shares of Common Stock (the "Secondary
Offering"). In connection with the Secondary Offering, the Beneficial
Stockholders or their affiliates have granted to the underwriters
participating therein options to purchase up to an aggregate of 1,158,284
shares of Common Stock to cover over-allotments, if any.

[TO REPLACE "THE OFFERINGS" IN "SUMMARY"]

PLAN OF DISTRIBUTION

This Prospectus relates to 4,000,000 shares of Common Stock which may be
distributed by the Trust to holders of the STRYPES on the Exchange Date or
upon earlier dissolution of the Trust in certain circumstances. The Trust has
granted the Underwriters of the STRYPES a 30-day option to purchase additional
STRYPES, solely to cover over-allotments, if any. This Prospectus also relates
to up to an additional 600,000 shares of Common Stock which may be distributed
by the Trust to the holders of (i) STRYPES issued upon the exercise of the
over-allotment option granted to the Underwriters of the STRYPES and (ii)
STRYPES subscribed for and purchased by an affiliate of Merrill Lynch in
connection with the formation of the Trust.

All of the shares of Common Stock covered hereby are owned of record by the
Contracting Stockholders, which may deliver such Common Stock to the Trust
pursuant to the Contract. The Company is not affiliated with the Trust and
will not receive any of the proceeds from the sale of the STRYPES or as a
result of the distribution of the Common Stock in connection therewith.

The STRYPES are offered only by the STRYPES Prospectus. This Prospectus of
the Company relates only to the Common Stock covered hereby and does not
relate to the STRYPES. THE COMPANY TAKES NO RESPONSIBILITY FOR ANY INFORMATION
INCLUDED IN OR OMITTED FROM THE STRYPES PROSPECTUS. THE STRYPES PROSPECTUS
DOES NOT CONSTITUTE A PART OF THIS PROSPECTUS, NOR IS IT INCORPORATED BY
REFERENCE HEREIN. Because the STRYPES are a separate security issued by the
Trust, for which the Company has no responsibility, an investment in the
STRYPES may have materially different characteristics and risk from a direct
investment in the Common Stock.

[TO REPLACE "USE OF PROCEEDS"]

USE OF PROCEEDS

All of the shares of Common Stock to which this Prospectus relates are owned
of record by the Contracting Stockholders and beneficially by the Beneficial
Stockholders. The Company will receive no proceeds from any sale of the Common
Stock to which this Prospectus relates or the STRYPES to be offered by the
Trust.

[TO REPLACE "SELLING STOCKHOLDERS"]

CONCERNING THE STOCKHOLDERS

The Beneficial Stockholders have advised the Company that, at the date of
this Prospectus, they beneficially own an aggregate of 16,548,716 shares of
Common Stock, which represented approximately 35.9% of the Company's
outstanding Common Stock at August 8, 1997. Assuming (i) the delivery to the
Trust pursuant to the Contract of a number of shares of Common Stock equal to
the maximum number required by the Trust to

Y-2
<PAGE>

exchange all of the STRYPES in accordance with the Trust's investment
objective, (ii) that the over-allotment option granted to the Underwriters of
the STRYPES is not exercised and excluding shares of Common Stock which may be
distributed by the Trust in connection with STRYPES subscribed for and
purchased by an affiliate of Merrill Lynch in connection with the formation of
the Trust, (iii) the sale by the Company of 1,500,000 shares of Common Stock
in the Secondary Offering and the exercise of 850,000 outstanding options in
connection with the Secondary Offering and (iv) no exercise of the over-
allotment options granted in connection with the Secondary Offering, after
such delivery the Beneficial Stockholders would beneficially own an aggregate
of 12,548,716 shares or 25.9% of the Company's outstanding Common Stock.

The following table sets forth certain information as of the date of this
Prospectus regarding the beneficial ownership of Common Stock by each of the
Beneficial Stockholders:

<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP
-----------------------------------------------
NUMBER OF PERCENTAGE OF
SHARES OF COMMON SHARES
NAME COMMON STOCK(1) STOCK(2) COVERED HEREBY(3)
- ---- --------------- ------------- -----------------
<S> <C> <C> <C>
Daniel M. Snyder(4)............. 10,047,124 21.8% 1,400,000
Michele D. Snyder(4)............ 3,586,711 7.8 1,200,000
Fred Drasner(5)................. 2,350,606 5.1 1,000,000
Dr. A.O. Roberts(6)............. 564,275 1.2 400,000
---------- ---- ---------
Total......................... 16,548,716 35.9% 4,000,000
========== ==== =========
</TABLE>
- --------
(1) Includes shares of Common Stock obtainable as of the date of this
Prospectus or within 60 days thereafter.
(2) Based on 46,110,080 shares of Common Stock outstanding at August 8, 1997.
(3) Assumes no exercise of the over-allotment option granted to the
Underwriters of the STRYPES and does not include shares of Common Stock
which may be distributed by the Trust in connection with STRYPES
subscribed for and purchased by an affiliate of Merrill Lynch in
connection with the formation of the Trust.
(4) Includes such person's beneficial ownership of certain shares held by
D.M.S. Endowment, LLC, a limited liability company owned by Daniel M.
Snyder and Michele D. Snyder.
(5) Includes Mr. Drasner's beneficial ownership of shares held by Sutton
Partners, LLC, a limited liability company of which Mr. Drasner is the
sole member.
(6) Includes Dr. Roberts' beneficial ownership of shares held by A.O. Roberts,
LLC, a limited liability company of which Dr. Roberts is the sole member.

[TO REPLACE "UNDERWRITING"]

PLAN OF DISTRIBUTION

The following accurately summarizes information provided to the Company by
the Stockholders on , 1997. The Company has not independently verified
the accuracy or currency of any of such information. Recipients of this
Prospectus are advised to consult the STRYPES Prospectus and/or the related
registration statement filed by the Trust (including any exhibits thereto)
concerning any and all of the matters addressed hereunder.

The Company is advised that the investment objective of the Trust is to
distribute to the holders of the STRYPES on the Exchange Date a specified
number of shares of Common Stock. The Company is advised that, pursuant to the
terms of the Contract, assuming the Trust continues to the Exchange Date, the
Contracting Stockholders are obligated to deliver to the Trust on the business
day immediately preceding the Exchange Date a number of shares of Common Stock
covered by this Prospectus equal to the number required by the Trust in order
to exchange all of the STRYPES (including STRYPES issued pursuant to the over-
allotment option granted to the Underwriters of the STRYPES and STRYPES
subscribed for and purchased by an affiliate of Merrill Lynch in connection
with the formation of the Trust) on the Exchange Date in accordance with its
investment

Y-3
<PAGE>

objective, subject to each Contracting Stockholder's option to settle its
obligations under the Contract, in whole or in part, by delivering cash with
an equal value. The Company is not a party to the Contract and has no
obligation thereunder or with respect to the STRYPES, which are securities of
the Trust and are not securities of the Company.

The Company, certain Selling Stockholders, the Over-Allotment Selling
Stockholders and the Company's directors and executive officers have agreed,
subject to certain exceptions for pledges and, in the case of the Company, the
grant and exercise of employee stock options and the issuance of shares in
connection with acquisitions as long as all executive officers, directors and
other affiliates of the entity being acquired have agreed in writing to the
restrictions set forth below, and the effecting of the STRYPES transaction
described herein, not to, directly or indirectly, sell, offer to sell, grant
any option for the sale of, or otherwise dispose of, any capital stock of the
Company or any security convertible or exchangeable into, or exercisable for,
such capital stock, or, in the case of the Company, file any registration
statement with respect to any of the foregoing (other than a registration
statement on Form S-8 to register shares issuable upon exercise of employee
stock options or a registration statement on Form S-4 to register shares
issuable in connection with an acquisition), for a period of 90 days after the
date of this Prospectus, without the prior written consent of Merrill Lynch.

Each of the Company and the Stockholders has agreed to indemnify the Trust
and the Underwriters of the STRYPES against certain liabilities, including
liabilities under the Securities Act, with respect to the information in this
Prospectus (including the documents incorporated by reference herein) other
than information furnished to the Company in writing by the Trust or the
Underwriters of the STRYPES through Merrill Lynch expressly for use herein.

Until the distribution of the STRYPES is completed, rules of the Commission
may limit the ability of the Underwriters of the STRYPES and any selling group
members to bid for and purchase the STRYPES or the shares of Common Stock. As
an exception to these rules, the representatives of the Underwriters of the
STRYPES (the "Representatives") are permitted to engage in certain
transactions that stabilize the price of the STRYPES or the Common Stock. Such
transactions consist of bids or purchases for the purpose of pegging, fixing
or maintaining the price of the STRYPES or the Common Stock.

If the Underwriters of the STRYPES create a short position in the STRYPES in
connection with the STRYPES offering, i.e., if they sell more STRYPES than are
set forth on the cover page of the STRYPES Prospectus, the Representatives may
reduce that short position by purchasing STRYPES in the open market. The
Representatives may also elect to reduce any short position by exercising all
or part of the over-allotment option granted to the Underwriters of the
STRYPES.

The Representatives may also impose a penalty bid on certain Underwriters of
the STRYPES and selling group members. This means that if the Representatives
purchase STRYPES in the open market to reduce the short position of the
Underwriters of the STRYPES or to stabilize the price of STRYPES, they may
reclaim the amount of the selling concession from the Underwriters of the
STRYPES and any selling group members who sold those STRYPES as part of the
STRYPES offering.

In general, purchases of a security for the purpose of stabilization or to
reduce a short position could cause the price of the security to be higher
than it might be in the absence of such purchases. The imposition of a penalty
bid might also have an effect on the price of a security to the extent that it
were to discourage resales of the security.

Neither the Trust nor any of the Underwriters of the STRYPES makes any
representation or prediction as to the direction or magnitude of any effect
that the transactions described above may have on the price of the STRYPES or
the Common Stock. In addition, neither the Trust nor any of the Underwriters
of the STRYPES makes any representation that the Representatives will engage
in such transactions or that such transactions, once commenced, will not be
discontinued without notice.

Y-4
<PAGE>

[TO REPLACE "LEGAL MATTERS"]

LEGAL MATTERS

The validity of the Shares offered hereby will be passed upon for the
Company by Shaw Pittman Potts & Trowbridge, a partnership including
professional corporations, Washington, D.C., counsel for the Company.

[TO BE ADDED TO "AVAILABLE INFORMATION"]

All information contained in this Prospectus relating to the Stockholders or
to the proposed or potential methods of distribution of Common Stock covered
hereby and all information contained herein regarding the STRYPES, the Trust,
the Contract and the proposed STRYPES offering has been supplied by the
Stockholders. The Company has not been involved in the formation of the Trust
(including, without limitation, establishing the terms of the STRYPES), and
the securities issued or held by the Trust may be subject to factors unrelated
to the Company and the Common Stock.

It is contemplated that this Prospectus will be provided only to persons who
are prospective purchasers of STRYPES, which persons shall simultaneously
receive from the Trust or Underwriters of the STRYPES a STRYPES Prospectus
relating to the offer and sale of the STRYPES. This Prospectus is not
intended, and has not been authorized to be used, for any purpose other than
to provide legally required information to prospective purchasers of STRYPES
who also have received the STRYPES Prospectus.

Y-5
<PAGE>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

---------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Summary..................................................................
Risk Factors.............................................................
Use of Proceeds..........................................................
Dividend Policy..........................................................
Price Range of Common Stock..............................................
Capitalization...........................................................
Selected Supplemental Financial and Operating Data.......................
Selected Financial and Operating Data....................................
Management's Discussion and Analysis of Financial Condition and Results
of Operations...........................................................
Business.................................................................
Management...............................................................
Certain Transactions.....................................................
Principal Stockholders...................................................
Concerning the Stockholders..............................................
Description of Capital Stock.............................................
Shares Eligible for Future Sale..........................................
Considerations for Non-United States Holders.............................
Plan of Distribution.....................................................
Legal Matters............................................................
Experts..................................................................
Available Information....................................................
Index to Financial Statements............................................
</TABLE>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

4,000,000 SHARES

SNYDER COMMUNICATIONS, INC. (LOGO)

COMMON STOCK

---------------

PROSPECTUS

---------------

, 1997

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

Y-6
<PAGE>

PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the expenses expected to be incurred in
connection with the issuance and distribution of the Common Stock registered
hereby, all of which expenses, except for the Commission registration fee, the
New York Stock Exchange listing fee and the NASD filing fee, are estimates:

<TABLE>
<CAPTION>
DESCRIPTION AMOUNT
----------- --------
<S> <C>
SEC Registration Fee............................................ $112,335
New York Stock Exchange Listing Fee............................. *
NASD filing fee................................................. 30,500
Transfer Agent's and Registrar's Fee............................ *
Printing and Engraving Fees..................................... *
Legal Fees and Expenses (other than Blue Sky)................... *
Accounting Fees and Expenses.................................... *
Miscellaneous................................................... *
--------
TOTAL....................................................... *
========
</TABLE>
- --------
*To be furnished by amendment.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the General Corporation Law of the State of Delaware (the
"DGCL") empowers a Delaware corporation to indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation)
by reason of the fact that such person is or was a director, officer, employee
or agent of such corporation or is or was serving at the request of such
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise. Such indemnification
may include expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided such person acted in
good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe such
person's conduct was unlawful. A Delaware corporation is permitted to
indemnify directors, officers, employees and other agents of such corporation
in an action by or in the right of the corporation under the same conditions,
except that no indemnification is permitted without judicial approval if the
person to be indemnified has been adjudged to be liable to the corporation.
Where a director, officer, employee or agent of the corporation is successful
on the merits or otherwise in the defense of any action, suit or proceeding
referred to above or in defense of any claim, issue or matter therein, the
corporation must indemnify such person against the expenses (including
attorneys' fees) which he or she actually and reasonably incurred in
connection therewith.

The Company's Bylaws provide that the Company shall indemnify, to the full
extent and under the circumstances permitted by the DGCL in effect from time
to time, any past, present or future director or officer, made or threatened
to be made a party of any threatened, pending or completed action, suit or
proceeding, by reason of the fact that such person is or was a director,
officer, employee or agent, or was serving in such capacities at another
entity at the specific request of the Company, on the same conditions provided
by the DGCL. The Company's Bylaws further provide that the Company shall
indemnify any such person in any threatened, pending or completed action or
suit by or on behalf of the Company under similar conditions, except that no
indemnification is permitted without judicial approval if the person to be
indemnified has been adjudged to be liable to the Company. In addition, the
Company's Bylaws provide that the Board of Directors may also grant
indemnification to any individual other than an officer or director, as it may
determine in its sole discretion.

II-1
<PAGE>

As permitted by Section 102(b)(7) of the DGCL the Company's Certificate of
Incorporation contains a provision eliminating the personal liability of a
director to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director, subject to certain exceptions.

The Company maintains policies insuring its officers and directors against
certain civil liabilities, including liabilities under the Securities Act of
1933, as amended.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

On September 24, 1996, the Registrant was reorganized (the "Reorganization")
and acquired 100% of the partnership interests in Snyder Communications, L.P.
(the "Partnership"). In connection with the acquisition, Daniel M. Snyder,
Michele D. Snyder, Gerald S. Snyder, Mortimer B. Zuckerman, Fred Drasner, Dr.
A.O. Roberts and other direct and indirect holders of interests in the
Partnership received 294,584 shares of the Registrant's common stock in
exchange for each 1% interest in the Partnership held by such holder. An
aggregate of 29,458,000 shares were issued and legended against transfer in
reliance upon the exemption available under Section 4(2) of the Securities
Act.

On January 6, 1997, the Registrant acquired MMD, Inc. ("MMD"), a privately
held company, in a merger transaction in which MMD became a wholly-owned
subsidiary of the Registrant. In this transaction, the 966 shares of
outstanding MMD common stock were exchanged for 1,345,500 shares of the
Registrant's common stock. The shares were restricted and were legended
against transfer. The issuance of the shares was effected without registration
in reliance upon the exemption available under Section 4(2) of the Securities
Act.

On March 27, 1997, the Registrant acquired Brann Holdings Limited ("Brann"),
a privately held United Kingdom company, in a share exchange in which Brann
became a wholly-owned subsidiary of the Registrant. In this transaction, the
Registrant issued (i) 2,350,152 shares of the Registrant's common stock in
exchange for the 339,000 outstanding ordinary shares of Brann and (ii) fully
vested and immediately exercisable options to purchase 389,730 shares of the
Registrant's common stock (the "Brann Options") in exchange for fully vested
and immediately exercisable options to purchase 63,850 ordinary shares of
Brann. The shares and options were restricted and were legended against
transfer. The issuance of the shares and the options was effected without
registration in reliance upon the exemption available under Section 4(2) of
the Securities Act.

On June 10, 1997, the holders of the Brann Options exercised such options in
full to purchase 389,730 shares of the Registrant's common stock. The shares
were restricted and were legended against transfer. The issuance of the shares
was effected without registration in reliance upon the exemption available
under Section 4(2) of the Securities Act.

On July 13, 1997, the Registrant acquired Sampling Corporation of America
("SCA"), a privately held company, in a merger transaction in which SCA became
a wholly-owned subsidiary of the Registrant. In this transaction, the 750
shares of outstanding SCA common stock were exchanged for 1,549,172 shares of
the Registrant's common stock. The shares were restricted and were legended
against transfer. The issuance of the shares was effected without registration
in reliance upon the exemption available under Section 4(2) of the Securities
Act.

On July 13, 1997, the Registrant acquired Bounty Group Holdings Limited
("Bounty"), a privately held United Kingdom company, in a share exchange in
which Bounty became a wholly-owned subsidiary of the Registrant. In this
transaction, the 500,000 outstanding ordinary shares of Bounty were exchanged
for 1,483,240 shares of the Registrant's Common Stock. The shares were
restricted and were legended against transfer. The issuance of the shares was
effected without registration in reliance upon the exemption available under
Section 4(2) of the Securities Act.

II-2
<PAGE>

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits
1.1* Form of U.S. Purchase Agreement.
1.2* Form of International Purchase Agreement.
1.3* Form of Registration Agreement, relating to the STRYPES.
2.1 Agreement and Plan of Merger, dated as of March 18, 1997, among American
List Corporation, the Registrant and Snyder Z Acquisition, Inc.
(Incorporated by reference to Exhibit 2.1 to the Registrant's Form 8-K
dated July 11, 1997).
2.2 Agreement and Plan of Merger among Brann Holdings Limited and the
Registrant, dated as of March 18, 1997 (Incorporated by reference to
Exhibit 2.1 to the Registrant's Form 8-K dated March 18, 1997).
2.3 Agreement and Plan of Merger among MMD, Inc., the stockholders of MMD,
Inc., the Registrant, and Snyder Acquisition Corp., dated as of January
6, 1997 (Incorporated by reference to Exhibit 2.1 to the Registrant's
Form 8-K dated January 6, 1997).
2.4 Share Sale and Purchase Agreement among the Shareholders of Bounty Group
Limited as listed on the signature page thereto and the Registrant,
dated as of July 13, 1997 (Incorporated by reference to Exhibit 2.1 to
the Registrant's Form 8-K dated July 13, 1997).
2.5 Agreement and Plan of Merger among Sampling Corporation of America, the
Registrant and Snyder Acquisition Corp., dated as of July 14, 1997
(Incorporated by reference to Exhibit 2.2 to the Registrant's Form 8-K
dated July 14, 1997).
3.1 Certificate of Incorporation of the Registrant (Incorporated by
reference to Exhibit 3.1 forming a part of the Registrant's Registration
Statement on Form S-1 (File No. 333-7495) filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended).
3.2 Bylaws of the Registrant (Incorporated by reference to Exhibit 3.2
forming a part of the Registrant's Registration Statement (File No. 333-
7495) filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended).
4.1 Reference is made to exhibits 3.1 and 3.2.
4.2 Specimen common stock certificate (Incorporated by reference to Exhibit
4.2 forming a part of Amendment No. 5 to the Registrant's Registration
Statement (File No. 333-7495) filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended).
5* Opinion of Shaw Pittman Potts & Trowbridge as to the legality of the
Common Stock being registered.
10.1 Amended and Restated 1996 Stock Incentive Plan of Snyder Communications,
Inc.
10.2 Professional Services Agreement, dated February 1996, as amended,
between the Registrant and AT&T Communications Inc. (Incorporated by
reference to Exhibit 10.2 forming a part of Amendment No. 1 to the
Registrant's Registration Statement (File No. 333-7495) filed with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended).
10.3 Services Agreement between the Registrant and U.S. News & World Report,
L.P. (Incorporated by reference to Exhibit 10.4 forming a part of
Amendment No. 1 to the Registrant's Registration Statement (File No.
333-7495) filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended).
10.4 Registration Rights Agreement, dated September 4, 1996, between the
Registrant and Daniel M. Snyder, Michele D. Snyder, U.S. News College
Marketing, L.P. and each of the 1995 Investors (as defined therein)
(Incorporated by reference to Exhibit 10.5 forming a part of Amendment
No. 5 to the Registrant's Registration Statement (File No. 333-7495)
filed with the Securities and Exchange Commission under the Securities
Act of 1933, as amended).
10.5 Lease Agreement, Democracy Center, Bethesda, Maryland, dated March 19,
1996, as amended, between the Company and Democracy Associates Limited
Partnership (Incorporated by reference to Exhibit 10.6 forming a part of
Amendment No. 5 to the Registrant's Registration Statement (File No.
333-7495) filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended).

II-3
<PAGE>

<TABLE>
<C> <S>
10.6 Employment Agreement between the Registrant and Daniel M. Snyder
(Incorporated by reference to Exhibit 10.7 forming a part of Amendment
No. 1 to the Registrant's Registration Statement (File No. 333-7495)
filed with the Securities and Exchange Commission under the Securities
Act of 1933, as amended).
10.7 Employment Agreement between the Registrant and Michele D. Snyder
(Incorporated by reference to Exhibit 10.8 forming a part of Amendment
No. 1 to the Registrant's Registration Statement (File No. 333-7495)
filed with the Securities and Exchange Commission under the Securities
Act of 1933, as amended).
10.8 Employment Agreement between the Registrant and A. Clayton Perfall.
10.9 Employment Agreement between the Registrant and Terry Batemen
(Incorporated by reference to Exhibit 10.7 to the Registrants' Annual
Report on Form 10-K for the year ended December 31, 1996).
10.10 Employment Agreement between the Registrant and Mitchell Gershman
(Incorporated by reference to Exhibit 10.8 to the Registrants' Annual
Report on Form 10-K for the year ended December 31, 1996).
10.11 Employment Agreement between the Registrant and Susan Marentis
(Incorporated by reference to Exhibit 10.10 to the Registrants' Annual
Report on Form 10-K for the year ended December 31, 1996).
21* Subsidiaries of the Registrant.
23.1* Consent of Shaw Pittman Potts & Trowbridge (included as part of Exhibit
5).
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Grant Thornton LLP.
23.4 Consent of Price Waterhouse.
24 Powers of Attorney (included on signature page to the Registration
Statement).
27 Financial Data Schedule.
</TABLE>
- --------
* To be filed by amendment.

(b) Financial Statement Schedules

Schedule II--Valuation and Qualifying Accounts

Schedules other than those listed above have been omitted since they are not
required or are not applicable or the required information is in the financial
statements or related notes.

ITEM 17. UNDERTAKINGS

(a) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.

II-4
<PAGE>

(b) The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be a part of this
registration statement as of the time it was declared effective.

(2) For purposes of determining any liability under the Securities Act of
1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

II-5
<PAGE>

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN BETHESDA, MARYLAND, ON AUGUST 15,
1997.

Snyder Communications, Inc.
(Registrant)

By: /s/ Daniel M. Snyder
---------------------------------
DANIEL M. SNYDER
Chairman of the
Board of Directors and Chief
Executive Officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Daniel M. Snyder, Michele D. Snyder and A.
Clayton Perfall and each of them, his or her true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for and in his
name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to this Registration
Statement and any or all other documents in connection therewith, and to file
the same, with all exhibits thereto, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as might or could
be done in person, hereby ratifying and confirming all said attorneys-in-fact
and agents or any of them, or their substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND AS OF THE DATES INDICATED.

SIGNATURES TITLE DATE
---------- ----- ----

/s/ Daniel M. Snyder Chairman of the August 15, 1997
- ------------------------------------- Board of Directors
DANIEL M. SNYDER and Chief Executive
Officer (Principal
Executive Officer)

/s/ Michele D. Snyder Vice Chairman, August 15, 1997
- ------------------------------------- President, Chief
MICHELE D. SNYDER Operating Officer
and Director

/s/ A. Clayton Perfall Chief Financial August 15, 1997
- ------------------------------------- Officer and
A. CLAYTON PERFALL Director (Principal
Financial Officer)

II-6
<PAGE>

SIGNATURES TITLE DATE

/s/ David B. Pauken Chief Accounting August 15, 1997
- ------------------------------------- Officer (Principal
DAVID B. PAUKEN Accounting Officer)

/s/ Mortimer B. Zuckerman Director August 15, 1997
- -------------------------------------
MORTIMER B. ZUCKERMAN

/s/ Fred Drasner Director August 15, 1997
- -------------------------------------
FRED DRASNER

/s/ Philip Guarascio Director August 15, 1997
- -------------------------------------
PHILIP GUARASCIO

/s/ Mark E. Jennings Director August 15, 1997
- -------------------------------------
MARK E. JENNINGS

II-7
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Snyder Communications, Inc.:

We have audited in accordance with generally accepted auditing standards, the
consolidated financial statements of Snyder Communications, Inc. included in
this Form S-1 filing and have issued our report thereon dated July 28, 1997.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. Schedule II--Allowance for Doubtful
Accounts included in this Form S-1 is the responsibility of the Company's
management and is presented for purposes of complying with the Securities and
Exchange Commission's rules and is not part of the basic financial statements.
This schedule has been subjected to the auditing procedures applied in the
audits of the basic financial statements and, in our opinion based on our audit
and the report of other auditors, fairly states in all material respects the
financial data required to be set forth therein in relation to the basic
financial statements taken as a whole.

/s/ Arthur Andersen LLP

Washington, D.C.
July 28, 1997

S-1
<PAGE>

SNYDER COMMUNICATIONS, INC.

SUPPLEMENTAL SCHEDULE II
ALLOWANCE FOR DOUBTFUL ACCOUNTS
YEARS ENDED DECEMBER 31, 1994, 1995 AND 1996

<TABLE>
<CAPTION>
DEDUCTIONS FROM RESERVE
BALANCE AT ADDITIONS CHARGED TO FOR PURPOSES FOR WHICH TRANSLATION BALANCE AT
BEGINNING OF YEAR COST AND EXPENSE RESERVE WAS CREATED ADJUSTMENT END OF YEAR
----------------- -------------------- ----------------------- ----------- -----------
<S> <C> <C> <C> <C> <C>
1994.................... $256,870 $199,901 $ 40,355 $10,891 $493,217
1995.................... 493,217 211,609 131,800 (5,178) 583,316
1996.................... 583,316 382,615 247,447 62,345 988,211
</TABLE>

S-2
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Snyder Communications, Inc.:

We have audited in accordance with generally accepted auditing standards, the
supplemental consolidated financial statements of Snyder Communications, Inc.
included in this Form S-1 filing and have issued our reports thereon dated July
28, 1997. Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. Schedule II--Allowance for
Doubtful Accounts included in this Form S-1 is the responsibility of the
Company's management and is presented for purposes of complying with the
Securities and Exchange Commission's rules and is not part of the basic
financial statements. This schedule has been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion based on our audit and the report of other auditors, fairly states in
all material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.

/s/ Arthur Andersen LLP

Washington, D.C.
July 28, 1997

S-3
<PAGE>

SNYDER COMMUNICATIONS, INC.

SCHEDULE II
ALLOWANCE FOR DOUBTFUL ACCOUNTS
YEARS ENDED DECEMBER 31, 1994, 1995 AND 1996

<TABLE>
<CAPTION>
DEDUCTIONS FROM RESERVE
BALANCE AT ADDITIONS CHARGED TO FOR PURPOSES FOR WHICH TRANSLATION BALANCE AT
BEGINNING OF YEAR COST AND EXPENSE RESERVE WAS CREATED ADJUSTMENT END OF YEAR
----------------- -------------------- ----------------------- ----------- -----------
<S> <C> <C> <C> <C> <C>
1994.................... $206,870 $222,854 $ 7,400 $10,891 $433,117
1995.................... 433,217 229,343 124,066 (5,178) 533,336
1996.................... 533,316 339,124 143,756 51,179 779,863
</TABLE>

S-4
<PAGE>

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION PAGE
------- ----------- ----
<C> <S> <C>
1.1* Form of U.S. Purchase Agreement.
1.2* Form of International Purchase Agreement.
1.3* Form of Registration Agreement, relating to the STRYPES.
2.1 Agreement and Plan of Merger, dated as of March 18, 1997, among
American List Corporation, the Registrant and Snyder Z
Acquisition, Inc. (Incorporated by reference to Exhibit 2.1 to
the Registrant's Form 8-K dated July 11, 1997).
2.2 Agreement and Plan of Merger among Brann Holdings Limited and
the Registrant, dated as of March 18, 1997 (Incorporated by
reference to Exhibit 2.1 to the Registrant's Form 8-K dated
March 18, 1997).
2.3 Agreement and Plan of Merger among MMD, Inc., the stockholders
of MMD, Inc., the Registrant, and Snyder Acquisition Corp.,
dated as of January 6, 1997 (Incorporated by reference to
Exhibit 2.1 to the Registrant's Form 8-K dated January 6,
1997).
2.4 Share Sale and Purchase Agreement among the Shareholders of
Bounty Group Limited as listed on the signature page thereto
and the Registrant, dated as of July 13, 1997 (Incorporated by
reference to Exhibit 2.1 to the Registrant's Form 8-K dated
July 13, 1997).
2.5 Agreement and Plan of Merger among Sampling Corporation of
America, the Registrant and Snyder Acquisition Corp., dated as
of July 14, 1997 (Incorporated by reference to Exhibit 2.2 to
the Registrant's Form 8-K dated July 14, 1997).
3.1 Certificate of Incorporation of the Registrant (Incorporated by
reference to Exhibit 3.1 forming a part of the Registrant's
Registration Statement on Form S-1 (File No. 333-7495) filed
with the Securities and Exchange Commission under the
Securities Act of 1933, as amended).
3.2 Bylaws of the Registrant (Incorporated by reference to Exhibit
3.2 forming a part of the Registrant's Registration Statement
(File No. 333-7495) filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended).
4.1 Reference is made to exhibits 3.1 and 3.2.
4.2 Specimen common stock certificate (Incorporated by reference to
Exhibit 4.2 forming a part of Amendment No. 5 to the
Registrant's Registration Statement (File No. 333-7495) filed
with the Securities and Exchange Commission under the
Securities Act of 1933, as amended).
5* Opinion of Shaw Pittman Potts & Trowbridge as to the legality
of the Common Stock being registered.
10.1 Amended and Restated 1996 Stock Incentive Plan of Snyder
Communications, Inc.
10.2 Professional Services Agreement, dated February 1996, as
amended, between the Registrant and AT&T Communications Inc.
(Incorporated by reference to Exhibit 10.2 forming a part of
Amendment No. 1 to the Registrant's Registration Statement
(File No. 333-7495) filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended).
10.3 Services Agreement between the Registrant and U.S. News & World
Report, L.P. (Incorporated by reference to Exhibit 10.4 forming
a part of Amendment No. 1 to the Registrant's Registration
Statement (File No. 333-7495) filed with the Securities and
Exchange Commission under the Securities Act of 1933, as
amended).
10.4 Registration Rights Agreement, dated September 4, 1996, between
the Registrant and Daniel M. Snyder, Michele D. Snyder, U.S.
News College Marketing, L.P. and each of the 1995 Investors (as
defined therein) (Incorporated by reference to Exhibit 10.5
forming a part of Amendment No. 5 to the Registrant's
Registration Statement (File No. 333-7495) filed with the
Securities and Exchange Commission under the Securities Act of
1933, as amended).
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION PAGE
------- ----------- ----
<C> <S> <C>
10.5 Lease Agreement, Democracy Center, Bethesda, Maryland, dated
March 19, 1996, as amended, between the Company and Democracy
Associates Limited Partnership (Incorporated by reference to
Exhibit 10.6 forming a part of Amendment No. 5 to the
Registrant's Registration Statement (File No. 333-7495) filed
with the Securities and Exchange Commission under the
Securities Act of 1933, as amended).
10.6 Employment Agreement between the Registrant and Daniel M.
Snyder (Incorporated by reference to Exhibit 10.7 forming a
part of Amendment No. 1 to the Registrant's Registration
Statement (File No. 333-7495) filed with the Securities and
Exchange Commission under the Securities Act of 1933, as
amended).
10.7 Employment Agreement between the Registrant and Michele D.
Snyder (Incorporated by reference to Exhibit 10.8 forming a
part of Amendment No. 1 to the Registrant's Registration
Statement (File No. 333-7495) filed with the Securities and
Exchange Commission under the Securities Act of 1933, as
amended).
10.8 Employment Agreement between the Registrant and A. Clayton
Perfall.
10.9 Employment Agreement between the Registrant and Terry Batemen
(Incorporated by reference to Exhibit 10.7 to the Registrants'
Annual Report on Form 10-K for the year ended December 31,
1996).
10.10 Employment Agreement between the Registrant and Mitchell
Gershman (Incorporated by reference to Exhibit 10.8 to the
Registrants' Annual Report on Form 10-K for the year ended
December 31, 1996).
10.11 Employment Agreement between the Registrant and Susan Marentis
(Incorporated by reference to Exhibit 10.10 to the Registrants'
Annual Report on Form 10-K for the year ended December 31,
1996).
21* Subsidiaries of the Registrant.
23.1* Consent of Shaw Pittman Potts & Trowbridge (included as part of
Exhibit 5).
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Grant Thornton LLP.
23.4 Consent of Price Waterhouse.
24 Powers of Attorney (included on signature page to the
Registration Statement).
27 Financial Data Schedule.
</TABLE>
- --------
* To be filed by amendment.

<PAGE>

EXHIBIT 10.1

SNYDER COMMUNICATIONS, INC.

1996 STOCK INCENTIVE PLAN

(As Amended On March 7, 1997)

1. Purposes.

The purposes of the Snyder Communications, Inc. 1996 Stock Incentive Plan are
to promote the long-term growth of Snyder Communications, Inc. and its
subsidiaries by rewarding key management employees, consultants and directors of
Snyder Communications, Inc. and its subsidiaries with a proprietary interest in
Snyder Communications, Inc. for outstanding long-term performance and to
attract, motivate and retain highly qualified and capable employees, consultants
and directors.

2. Definitions.

Unless the context clearly indicates otherwise, the following terms shall
have the following meanings:

2.1 "Award" means an award granted to a Participant under the Plan in the
form of an Option, Restricted Stock, a Stock Appreciation Right, or any
combination of the foregoing.

2.2 "Board" means the Board of Directors of the Corporation.

2.3 "Code" means the Internal Revenue Code of 1986, as amended, or any
successor law.

2.4 "Commission" means the Securities and Exchange Commission or any
successor agency.

2.5 "Committee" means the committee administering the Plan with respect to an
eligible group of persons as set forth in Section 3, or, if such a committee has
not been appointed, the Board.

2.6 "Compensation Committee" shall mean the Compensation Committee of the
Board, which Committee shall consist of at least two (2) members of the Board,
each of whom qualifies as both an "outside director" (within the meaning of
Section 162(m)(4) of the Code) and a "non-employee director" (within the meaning
of Rule 16b-3(b)(3) issued under the Securities Exchange Act of 1934).

2.7 "Consultant" means any person performing consulting or advisory services
for the Corporation or any Subsidiary, with or without compensation, including a
person or entity providing services pursuant to a management services agreement
with the Corporation, to whom the Corporation chooses to grant a Non-Qualified
Stock Option,
<PAGE>

Restricted Stock or Stock Appreciation Right in accordance with the Plan,
provided that bona fide services must be rendered by such person and such
services are not rendered in connection with the sale of securities in a capital
raising transaction.

2.8 "Director" means for purposes of the grant of Awards under the Plan, a
member of the Board of Directors of the Corporation or a Subsidiary.

2.9 "Corporation" means Snyder Communications, Inc., a Delaware corporation,
or any successor thereto.

2.10 "Disability" means total disability as defined in Section 22(e)(3) of
the Code.

2.11 "Exchange Act" means the Securities Exchange Act of 1934, as amended.

2.12 "Fair Market Value" means, on any given date, the current fair market
value of shares as determined below:

(a) If the Shares are listed upon an established stock exchange or
exchanges, "Fair Market Value" means the closing price of Shares on the New York
Stock Exchange, or if the Shares are not traded on the New York Stock Exchange,
the exchange that trades the largest volume of Shares on the date of the Award.

(b) If the Shares are traded on the Nasdaq National Market, "Fair Market
Value" means the closing price of the Shares reported on the Nasdaq National
Market on the date of the Award, provided that if there should be no sales of
Shares reported on such date, the Fair Market Value of a Share on such date
shall be deemed equal to the closing price as reported by the Nasdaq National
Market for the last preceding date on which sales of Shares were reported.

(c) In all other cases, "Fair Market Value" shall be determined by the
Committee using any reasonable method in good faith, provided that, with respect
to the initial public offering of Shares by the Corporation, "Fair Market Value"
means the initial offering price to the public of such Shares.

2.13 "Incentive Stock Option" means an Option which meets the requirements of
Section 422 of the Code.

2.14 "Non-Qualified Stock Option" means an Option which does not meet the
requirements of Section 422 of the Code.

2.15 "Option" means an option awarded under Section 7 to purchase Shares. An
Option may be either an Incentive Stock Option or a Non-Qualified Stock Option.

2.16 "Option Exercise Period" means the period from the Option Grant Date to
the date on which an Option expires.

2
<PAGE>

2.17 "Option Grant Date" means the date upon which the Committee grants an
Option to an Optionee.

2.18 "Optionee" means an employee, Director or Consultant of the Corporation
or any Subsidiary to whom an Option has been granted.

2.19 "Participant" means an employee, Director or Consultant of the
Corporation or any Subsidiary to whom an Award has been granted which has not
terminated, expired or been fully exercised.

2.20 "Plan" means this Snyder Communications, Inc. 1996 Stock Incentive Plan,
as it may be amended and restated from time to time.

2.21 "Restricted Period" means the period of time, which may be a single
period or multiple periods, during which Restricted Stock awarded to a
Participant remains subject to the Restrictions imposed on such Shares, as
determined by the Committee.

2.22 "Restricted Stock" means an award of Shares on which are imposed
Restricted Periods and Restrictions which subject the Shares to a "substantial
risk of forfeiture" as defined in Section 83 of the Code.

2.23 "Restricted Stock Agreement" means a written agreement between a
Participant and the Corporation evidencing an award of Restricted Stock.

2.24 "Restricted Stock Award Date" means the date on which the Committee
awards Restricted Shares to the Participant.

2.25 "Restrictions" means the restrictions and conditions imposed on
Restricted Stock award to a Participant, as determined by the Committee, which
must be satisfied in order for the Restricted Stock award to vest, in whole or
in part, in the Participant.

2.26 "Shares, except as specifically provided in Section 6, means shares of
the voting common stock, par value $0.001 per share, of the Corporation.

2.27 "Stock Appreciation Right" means a right to receive the spread or
difference between the Fair Market Value of Shares subject to an Option and the
Option exercise price, either in stock or in cash, or in a combination thereof.

2.28 "Stock Appreciation Rights Agreement" means a written agreement between
a Participant and the Corporation evidencing an award of Stock Appreciation
Rights.

2.29 "Stock Option Agreement" means a written agreement between a Participant
and the Corporation evidencing an award of an Option.

3
<PAGE>

2.30 "Subsidiary" means any domestic or foreign corporation or entity of
which the Corporation owns, directly or indirectly, at least 50% of the total
combined voting power of such corporation or other entity.

2.31 "Ten Percent Shareholder" means an Optionee who, at the time an
Incentive Stock Option is granted, owns or is deemed to own stock possessing
more than 10% of the total voting power of all classes of stock of the
Corporation or any Subsidiary. For purposes of determining whether an Optionee
is a Ten Percent Shareholder, the ownership attribution rules of Section 424(d)
of the Code (or its successor) shall apply.

2.32 "Voting Stock" means all capital stock of the Corporation which by its
terms is entitled under ordinary circumstances to vote in the election of
directors.

3. Administration of the Plan.

3.1 Administrator of Plan. The Plan shall be administered by such
---------------------
Committee(s) of the Board as shall be appointed by the Board. Notwithstanding
the preceding, the Plan shall be administered by the Compensation Committee of
the Board in the case of all eligible employees of the Corporation or a
Subsidiary at or above the rank of Senior Vice President.If no committee of the
Board is appointed to administer the Plan with respect to a particular group of
eligible persons (other than employees at or above the rank of Senior Vice
President), the Board shall constitute the committee for such group. In the case
of Awards to Directors or Consultants, who are not employees of the Corporation
or a Subsidiary, the Board shall constitute the Committee.

3.2 Authority of Committee. The appropriate Committee shall have full power
----------------------
and authority to:

(i) designate the Participants to whom Options, Restricted Stock, or
Stock Appreciation Rights may be awarded from time to time;

(ii) determine the type of Award to be granted to each Participant
under the Plan and the number of Shares subject thereto;

(iii) determine the duration of the Restricted Period and the
Restrictions to be imposed with respect to each Award;

(iv) interpret and construe the Plan and adopt such rules and
regulations as it shall deem necessary and advisable to implement and
administer the Plan;

(v) approve the form and terms and conditions of the Restricted Stock
Agreement, Stock Option Agreement, or Stock Appreciation Rights
Agreement, as the case may be, between the Corporation and the
Participant; and

4
<PAGE>

(vi) designate persons other than members of the Committee to carry out
its responsibilities, subject to such limitations, restrictions and
conditions as it may prescribe, provided that the Compensation
Committee may not delegate its authority with respect to the granting
of Awards to persons at or above the rank of Senior Vice President.

The foregoing determinations shall be made in accordance with the Committee's
best business judgment as to the best interests of the Corporation and its
stockholders and in accordance with the purposes of the Plan.

3.3 Determinations of Committee. A majority of the Committee shall constitute
----------------------------
a quorum at any meeting of the Committee, and all determinations of the
Committee shall be made by a majority of its members. Any action which the
Committee shall take through a written instrument signed by all of its members
shall be as effective as though it had been taken at a meeting duly called and
held. The Committee shall report all actions taken by it to the Board.

3.4 Delegation. The Committee may delegate such non-discretionary
----------
administrative duties under the Plan to one or more agents as it shall deem
necessary and advisable.

3.5 Effect of Committee Determinations. No member of the Committee or the
----------------------------------
Board shall be personally liable for any action or determination made in good
faith with respect to the Plan, any Award or any settlement of any dispute
between a Participant and the Corporation. Any decision made or action taken by
the Committee or the Board with respect to an Award or the administration or
interpretation of the Plan shall be conclusive and binding upon all persons.

4. Awards Under The Plan.

Awards to a Participant under the Plan may be in the form of a Non-Qualified
Stock Option, an Incentive Stock Option, Restricted Stock, a Stock Appreciation
Right, or a combination thereof, at the discretion of the Committee. If an
Option is designated as an Incentive Stock Option, the terms of such Option
shall be in conformance with Section 422 of the Code.

5. Eligibility.

The Participants in the Plan shall be the officers, key employees, Directors
and Consultants of the Corporation and its Subsidiaries designated by the
Committee. A Participant who has been granted an Award under the Plan may be
granted additional Awards under the Plan under such circumstances, and at such
times, as the Committee may determine. Incentive Stock Options may be granted
only to employees of the Corporation and its Subsidiaries.

5
<PAGE>

6. Shares Subject to Plan.

Subject to adjustment as provided in Section 14, the aggregate number of
Shares which may be issued upon the exercise of Options or Stock Appreciation
Rights and the award of Restricted Stock shall not exceed six million one
hundred thousand (6,100,000) Shares, increased (except as provided below) on the
date the Board authorizes the issuance of additional Shares by seventeen and one
half (17-1/2) percent of the number of such additional Shares which are
authorized to be issued; provided, however, that any such increase shall be made
only to the extent the Corporation has authorized and unreserved Shares for such
purposes. Such increase shall occur on the date of each such authorization of
the issuance of additional Shares by the Board, except for authorized issuances
of Shares issued with respect to Awards under the Plan or relating to changes in
capitalization for which an adjustment to the Shares available under the Plan is
required by Section 14. Subject to adjustment as provided in Section 14, the
portion of such Shares may be issued under Incentive Stock Options pursuant to
the Plan shall not exceed five million (5,000,000) Shares. Subject to
adjustment as provided in Section 14, the aggregate number of Shares which may
be granted pursuant to Options or Stock Appreciation Rights under this Plan to
any one Participant during any calendar year under this Plan shall be one
million (1,000,000) Shares. If all or any portion of any outstanding Award
under the Plan for any reason expires or is terminated, the Shares allocable to
the unexercised or forfeited portion of such Award may again be subject to an
Award under the Plan.

7. Options.

7.1 Terms of Options. Options granted under the Plan shall be subject to the
----------------
following terms and conditions:

(a) Option Price. The option price per Share under each Option granted by
------------
the Committee (the "Option Price") may not be less than 100% (110% in the case
of a Ten Percent Shareholder) of the Fair Market Value per Share on the Option
Grant Date. In no event shall the Option Price be less than the par value of
such Share on the Option Grant Date.

(b) Vesting of Options. Except as provided in this Section 7.1, Options
------------------
granted by the Committee shall vest in accordance with the terms provided by the
Committee in the Option Agreement. The Committee may accelerate the vesting of
any Option in its discretion.

(c) Exercise of Options. Each Option shall be exercisable on the dates and
-------------------
for the number of Shares as shall be provided in the related Stock Option
Agreement, provided that (i) unless provided otherwise in the Option Agreement,
an Option shall not be exercisable earlier than six months after the Option
Grant Date, and (ii) in no event

6
<PAGE>

shall the Option Exercise Period exceed ten years from the Option Grant Date
(five years in the case of an Incentive Stock Option granted to a Ten Percent
Shareholder).

Options may be exercised (in full or in part) only by written notice
delivered to the Corporation at its principal executive office, accompanied by
payment of the Option Price for the Shares as to which such Option is exercised.
The Option Price of each Share shall be paid in full at the time of exercise (i)
in cash, (ii) with Shares owned by the Participant, (iii) by delivery to the
Corporation of (x) irrevocable instructions to deliver directly to a broker the
stock certificates representing the Shares for which the Option is being
exercised, and (y) irrevocable instructions to such broker to sell such Shares
and promptly deliver to the Corporation the portion of the proceeds equal to the
Option Price and any amount necessary to satisfy the Corporation's obligation
for withholding taxes, or (iv) any combination thereof. For purposes of making
payment in Shares, such Shares shall be valued at their Fair Market Value on the
date of exercise of the Option and shall have been held by the Participant for
at least six months.

(d) Termination of Employment or Service of Optionee. The Committee shall
------------------------------------------------
have authority to determine the circumstances under which an Option will vest
upon termination of the employment or service of the Optionee for any reason.
Unless otherwise determined by the Committee, in the case of any Non-Qualified
Stock Option, the Committee shall provide that vesting of the Option shall cease
on the date of termination of employment or service and the Option shall
terminate on the date which is three months after the date on which the Optionee
terminates employment or service. In the event an Optionee terminates employment
or service by reason of the Optionee's death or Disability, the Option shall
terminate one year after the date on which the Optionee terminates employment or
service as a result of death or Disability. In any event, each Non-Qualified
Stock Option shall terminate no later than ten years after the Option Grant
Date. Unless otherwise determined by the Committee, in the case of any Incentive
Stock Option, the Committee shall provide that the Option shall terminate on the
date three months (one year, in the event the Optionee terminates employment by
reason of the Optionee's death or Disability) after the date on which the
Optionee terminates employment, or, if earlier, ten years after the Option
Grant Date (five years in the case of an Incentive Stock Option granted to a Ten
Percent Stockholder). Such provisions shall be contained in the Option Agreement
given to each Optionee.

(e) Rights as a Stockholder. An Optionee or a transferee of an Option
-----------------------
shall have no rights as a stockholder with respect to any Shares covered by any
Option until the date of the issuance of a stock certificate to such person
evidencing such Shares. No adjustment shall be made for dividends (ordinary or
extraordinary, whether in cash, securities or other property) or distributions
or other rights for which the record date is prior to the date such stock
certificate is issued, except as provided in Section 14.

7
<PAGE>

(f) Investment Purpose. The Corporation shall not be obligated to sell or
------------------
issue any Shares pursuant to any Option unless the Shares with respect to which
the Option is being exercised are at that time registered or exempt from
registration under the Securities Act of 1933, as amended.

(g) Assumption of Options. The Corporation may issue or assume under the
---------------------
Plan any stock option previously granted by the Corporation or in connection
with any transaction or transactions upon such terms and conditions and, in the
case of any option so assumed, with such modifications or adjustments therein,
as shall be determined by the Committee. Any such option so issued or assumed
shall be deemed to be an Option granted under this Plan, notwithstanding that
any provision of this Plan would not, except for this Section 7, permit the
grant of an option having the terms and conditions, including the option price,
of such option as so issued or assumed.

(h) Incentive Stock Options. In the case of an Incentive Stock Option
-----------------------
granted under the Plan, the aggregate Fair Market Value (determined at the
Option Grant Date) of the Shares with respect to which Incentive Stock Options
are exercisable for the first time by an Optionee during any calendar year under
all incentive stock option plans of the Corporation and its Subsidiaries may not
exceed $100,000.

(i) Forfeiture of Options for Misconduct. If the President of the
------------------------------------
Corporation or his or her designee reasonably believes an Optionee (other than
the President of the Corporation) has committed an act of misconduct described
in this subparagraph (i) or the Chairman of the Committee reasonably believes
the President of the Corporation has committed an act of misconduct described in
this subparagraph (i), the President or Chairman, as appropriate, may suspend
the Optionee's rights to exercise any Option pending a determination by the
Committee. If the Committee determines an Optionee has committed an act of
embezzlement, fraud, dishonesty, nonpayment of any obligation owed to the
Corporation, breach of fiduciary duty or deliberate disregard of Corporation
policy resulting in loss, damage, or injury to the Corporation, or if an
Optionee makes any unauthorized disclosure of any trade secret or confidential
information, breaches any written agreement with the Corporation, engages in any
conduct constituting unfair competition, induces any customer to breach a
contract with the Corporation, or solicits or attempts to solicit any employee
of the Corporation to terminate employment with the Corporation, neither the
Optionee nor the Optionee's estate shall be entitled to exercise any Option
whatsoever. In making such determination, the Committee shall act fairly and
shall give the Optionee an opportunity to appear and present evidence on his or
her behalf at a hearing before the Committee.

(j) Transferability of Options. Section 10 to the contrary
--------------------------
notwithstanding, if the Committee so provides in the Option Agreement, an Option
that is not an Incentive Stock Option may be transferred by a Optionee to the
Optionee's children, grandchildren, spouse, one or more trusts for the benefit
of such family members or a partnership in which such family members are the
only partners; provided, however,

8
<PAGE>

that Optionee may not receive any consideration for the transfer. The holder of
an Option transferred pursuant to this section shall be bound by the same terms
and conditions that governed the Option during the period that it was held by
the Participant. In the event of any such transfer, the Option and any SAR that
relates to such Option must be transferred to the same person or persons or
entity or entities.

(k) Notice of Disposition of Shares. An Optionee shall give written notice
-------------------------------
to the Corporation of the Optionee's intent to make any disposition of the
Shares acquired upon the exercise of an Incentive Stock Option if such
disposition occurs within two years of the Option Grant Date or within one year
of the date the Incentive Stock Option was exercised. If the Corporation or
Subsidiary is required to withhold federal, state or local taxes as a result of
such disposition, the Optionee shall be required to make appropriate
arrangements with the Corporation or Subsidiary, as the case may be, for
satisfaction of any federal, state or local taxes the Corporation or Subsidiary
is required to withhold as a condition precedent to the transfer of the Shares
by the Corporation's transfer agent. Any Shares issued to a Participant upon
exercise of an Incentive Stock Option shall bear a legend reflecting this
restriction.

8. Restricted Stock.

8.1 Terms of Restricted Stock Awards. Subject to and consistent with the
--------------------------------
provisions of the Plan, with respect to each Award of Restricted Stock to a
Participant, the Committee shall determine:

(a) the terms and conditions of the Restricted Stock Agreement between the
Corporation and the Participant evidencing the Award;

(b) the Restricted Period for all or a portion of the Award;

(c) the Restrictions applicable to the Award, including, but not limited
to, continuous employment with the Corporation or any of its Subsidiaries for a
specified term or the attainment of specific corporate, divisional or individual
performance standards or goals, which Restricted Period and Restrictions may
differ with respect to each Participant;

(d) whether the Participant shall receive the dividends and other
distributions paid with respect to an Award of Restricted Stock as declared and
paid to the holders of the Shares during the Restricted Period or shall be
withheld by the Corporation for the account of the Participant until the
Restricted Periods have expired or the Restrictions have been satisfied, and
whether interest shall be paid on such dividends and other distributions
withheld, and if so, the rate of interest to be paid, or whether such dividends
may be reinvested in Shares;

9
<PAGE>

(e) the percentage of the Award which shall vest in the Participant in the
event of such Participant's death or Disability prior to the expiration of the
Restricted Period or the satisfaction of the Restrictions applicable to an award
of Restricted Stock; or

(f) notwithstanding the Restricted Period and the Restrictions imposed on
the Restricted Shares, as set forth in a Restricted Stock Agreement, whether to
shorten the Restricted Period or waive any Restrictions, if the Committee
concludes that it is in the best interests of the Corporation to do so.

8.2 Delivery of Shares. Upon an Award of Restricted Stock to a Participant,
------------------
the stock certificate representing the Restricted Stock shall be issued and
transferred to and in the name of the Participant, whereupon the Participant
shall become a stockholder of the Corporation with respect to such Restricted
Stock and shall be entitled to vote the Shares. Such stock certificate shall be
held in custody by the Corporation, together with stock powers executed by the
Participant in favor of the Corporation, until the Restricted Period expires and
the Restrictions imposed on the Restricted Stock are satisfied.

9. Stock Appreciation Rights.

9.1 Grants of Stock Appreciation Rights. Stock Appreciation Rights ("SARs")
-----------------------------------
may be granted in conjunction with all or a part of any Option granted under the
Plan, either at the time of the grant of such Option or at any subsequent time
prior to the expiration of such Option; provided, however, that SARs shall not
be offered or granted in connection with a prior Option without the consent of
the holder of such Option. SARs may not be exercised by an Optionee who is a
director or officer (within the meaning of Rule 16a-1(f) under the Exchange Act)
of the Corporation within six months after the SAR is granted, except that this
limitation shall not be applicable in the event of the death or Disability of
such Optionee occurring prior to the expiration of such six-month period.

9.2 Terms of Stock Appreciation Rights. All SARs shall be subject to the
----------------------------------
following terms and conditions:

(a) SARs shall be exercisable only at such time and to the extent that the
Option to which they relate (the "Related Option") shall be exercisable. SARs
and the Related Option may be exercised concurrently only when the Related
Option is a Non-Qualified Stock Option.

(b) Upon exercise of a SAR, the Optionee shall be entitled to the
difference between the Fair Market Value of one Share and the Option Price of
one Share specified in the Related Option times the number of Shares in respect
of which the SARs shall have been exercised (the "Economic Value"). An Optionee,
upon the exercise of SARs, shall receive the Economic Value thereof, and the
Committee in its sole discretion shall determine the form in which payment of
such Economic Value will

10
<PAGE>

be made, whether in cash, Shares or any combination thereof. For purposes of
this Section 9.2(b), the Fair Market Value of the Shares shall be determined as
of the date of exercise of the SAR.

(c) An SAR may be exercised without exercising the Related Option, but the
Related Option shall be canceled for all purposes under the Plan to the extent
of the SAR exercise. A Related Option may be exercised without exercising the
SAR, but the SAR shall be canceled for all purposes under the Plan to the extent
of the Related Option exercise.

(d) In addition to the conditions set forth above, SARs issued in
connection with Incentive Stock Options shall meet the following conditions:

(i) Each SAR must expire not later than the expiration of the Related
Option.

(ii) The SAR shall be transferable only when the Related Option is
transferable and under the same conditions.

(iii) The SAR may be exercised only when the Fair Market Value of the
Shares subject to the Related Option exceeds the exercise price of the
Related Option.

10. Non-Transferability of Awards.

Except as may be provided by the Committee in accordance with Section
7.1(j), Awards granted under the Plan shall not be transferable by the
Participant during the Participant's lifetime and may not be assigned,
exchanged, pledged, transferred or otherwise encumbered or disposed of except
pursuant to a qualified domestic relations order, by will or by the applicable
laws of descent and distribution. Except as may be provided by the Committee in
accordance with Section 7.1(j), Options and Stock Appreciation Rights shall be
exercisable during the Participant's lifetime only by the Participant or by the
Participant's guardian or legal representative.

11. Withholding of Taxes.

Federal, state or local law may require the withholding of taxes applicable
to income resulting from an Award. A Participant shall be required to make
appropriate arrangements with the Corporation or Subsidiary, as the case may be,
for satisfaction of any federal, state or local taxes the Corporation or
Subsidiary is required to withhold. The Committee may, in its discretion and
subject to such rules as it may adopt, permit the Participant to pay all or a
portion of the federal, state or local withholding taxes arising in connection
with an Award by electing to (i) have the Corporation withhold Shares, (ii)
tender back Shares received in connection with such Award or (iii) deliver other
previously owned Shares, under each election such Shares having a Fair Market
Value on the date specified in the rules adopted by the Committee equal to the
amount

11
<PAGE>

to be withheld. The Corporation shall be under no obligation to issue Shares to
the Participant unless the Participant has made the necessary arrangements for
payment of the applicable withholding taxes.

12. No Right to Continued Employment.

Neither the establishment of the Plan nor the granting of an Award shall
confer upon any Participant any right to continue in the employ of the
Corporation or any of its Subsidiaries or interfere in any way with the right of
the Corporation or any of its Subsidiaries to terminate such employment at any
time. No Award shall be deemed to be salary or compensation for the purpose of
computing benefits under any employee benefit, pension or retirement plans of
the Corporation or any of its Subsidiaries, unless the Committee shall determine
otherwise.

13. Amendment .

13.1 Amendment and Termination of Awards. The terms and conditions
-----------------------------------
applicable to any Award may thereafter be amended or modified by mutual
agreement between the Corporation and the Participant or such other persons as
may then have an interest therein. Also, by mutual agreement between the
Corporation and a Participant in the Plan or under any other present or future
plan of the Corporation, Options or other Awards may be granted to a Participant
in substitution and exchange for, and in cancellation of, any Awards previously
granted to the Participant under the Plan, or under any other future plan of the
Corporation.

13.2 Amendment and Termination of Plan. The Board may amend the Plan from
---------------------------------
time to time, except that, without approval of the stockholders of the
Corporation, no such revision or amendment shall change the number of Shares
which may be issued pursuant to the exercise of Incentive Stock Options subject
to the Plan, change the designation of the classes of employees, Directors or
Consultants eligible to receive Options, decrease the price at which Incentive
Stock Options may be granted or remove the administration of the Plan from the
Committee. Unless sooner terminated as provided herein, the Plan shall terminate
on the tenth anniversary of its effective date. The Board may terminate this
Plan at any time it deems advisable, except that Options, Restricted Stock and
Stock Appreciation Rights granted under the Plan before its termination shall
continue to be administered under the Plan until such Options and Stock
Appreciation Rights are canceled, terminated, or are exercised and the
Restricted Stock is canceled, vested or is forfeited.

14. Changes in Capitalization.

Subject to any required action by the stockholders, the number of Shares
covered by each outstanding Award and the exercise price per each such Share
subject to an Option or Stock Appreciation Right shall be proportionately
adjusted for any increase or decrease in the number of issued Shares of the
Corporation resulting from a

12
<PAGE>

subdivision or consolidation of Shares or the payment of a stock dividend (but
only on the Shares) or any other increase or decrease in the number of such
Shares effected without receipt of consideration by the Corporation.

If the Corporation merges or is consolidated with another corporation,
whether or not the Corporation is a surviving corporation, or if the Corporation
is liquidated or sells or otherwise disposes of substantially all of its assets
while unexercised Options remain outstanding under the Plan, (i) after the
effective date of the merger, consolidation, liquidation, sale or other
disposition, as the case may be, each holder of an outstanding Option shall be
entitled, upon exercise of that Option, to receive, in lieu of Shares, the
number and class or classes of shares of stock or other securities or property
to which the holder would have been entitled if, immediately prior to the
merger, consolidation, liquidation, sale or other disposition, the holder had
been the holder of record of a number of Shares equal to the number of Shares as
to which that Option may be exercised; or (ii) if Options have not already
become exercisable, the Committee may waive any limitations set forth in or
imposed pursuant to the Plan so that all Options, from and after a date prior to
the effective date of that merger, consolidation, liquidation, sale or other
disposition, as the case may be, specified by the Committee, shall be
exercisable in full.

If the Corporation is merged into or consolidated with another corporation
under circumstances where the Corporation is not the surviving corporation
(other than circumstances involving a mere change in the identity, form or place
of organization of the Corporation), or if the Corporation is liquidated or
dissolved, or sells or otherwise disposes of substantially all of its assets to
another entity while unexercised Options remain outstanding under the Plan,
unless provisions are made in connection with the transaction for the
continuance of the Plan and/or the assumption or substitution of Options with
new options covering the stock of the successor corporation, or the parent or
subsidiary thereof, with appropriate adjustments as to the number and kind of
shares and exercise prices, then all outstanding Options shall be canceled as of
the effective date of such merger, consolidation, liquidation, dissolution, or
sale.

In the event of a change of all of the Corporation's authorized Shares with
par value into the same number of Shares with a different par value or without
par value, the Shares resulting from any such change shall be deemed to be the
Shares within the meaning of the Plan.

To the extent that the foregoing adjustments relate to stock or securities
of the Corporation, such adjustments shall be made by the Committee, whose
determination in that respect shall be final, binding and conclusive; provided,
that each Option which, upon grant of the Option, is specifically designated as
an Incentive Stock Option shall not be adjusted in a manner that causes the
Option to fail to continue to qualify as an Incentive Stock Option.

13
<PAGE>

Except as hereinbefore expressly provided in this Section 14, the
Participant shall have no rights (i) by reason of any subdivision or
consolidation of shares of stock of any class, the payment of any stock dividend
or any other increase or decrease in the number of shares of stock of any class,
or (ii) by reason of any dissolution, liquidation, merger, or consolidation,
spin-off of assets or stock of another corporation, or any issue by the
Corporation of shares of stock of any class, nor shall any of these actions
affect, or cause an adjustment to be made with respect to, the number or price
of Shares subject to any Option.

The grant of any Award pursuant to the Plan shall not affect in any way the
right or power of the Corporation (i) to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure, (ii) to merge
or consolidate, (iii) to dissolve, liquidate, or sell or transfer all or any
part of its business or assets or (iv) to issue any bonds, debentures, preferred
or other preference stock ahead of or affecting the Shares. If any action
described in the preceding sentence results in a fractional Share for any
Participant under any Award hereunder, such fraction shall be completely
disregarded and the Participant shall only be entitled to the whole number of
Shares resulting from such adjustment.

15. Governing Law.

The Plan and each Stock Option Agreement, Restricted Stock Agreement and
Stock Appreciation Rights Agreement shall be governed by, and construed in
accordance with, the laws of the State of Maryland.

16. Effective Date.

The Plan as amended shall be effective on March 7, 1997, subject to the
approval of the Plan within one year of such date by a majority of the voting
shares represented and entitled to vote.

SNYDER COMMUNICATIONS, INC.

BY: /S/ DANIEL M. SNYDER
----------------------------
DANIEL M. SNYDER
CHAIRMAN, PRESIDENT AND
CHIEF EXECUTIVE OFFICER

344992

<PAGE>

Exhibit 10.8

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the "Agreement") is made this 3rd day of
September, 1996, by Snyder Communications, L. P., a Delaware limited partnership
with its principal place of business at 6903 Rockledge Drive, Bethesda, Maryland
20817 (the "Partnership"); Snyder Communications, Inc., a Delaware corporation,
having the same principal place of business and having been formed to succeed to
the businesses of the Partnership by becoming a holding company of the
Partnership (the "Corporation"); and Clay Perfall residing at 5226 North 36th
Street, Arlington, Virginia 22207 (the "Employee"). The Partnership and the
Corporation shall be referred to herein as the "Employer."

WHEREAS, the parties wish to set forth the terms and conditions upon which
the Employer will employ the Employee;

NOW THEREFORE, in consideration of the mutual covenants and promises
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties hereto, the parties
agree as follows:

1. Term of Employment -- Severance.
-------------------------------

The Employer hereby employs the Employee, and the Employee hereby accepts
employment with the Employer, upon the terms set forth in this Agreement. The
Employee is an employee "at will" and may be terminated by the Employer at any
time with or without cause.
<PAGE>

If the Employee is terminated by the Employer with or without cause prior
to the fourth anniversary of the consummation of the initial public offering of
shares of common stock of Snyder Communications, Inc. (the "IPO"), the Employee
shall receive from the Employer within ten (10) business days of the date of his
termination a severance payment equal to $350,000.00. If the Employee
voluntarily terminates his employment with the Employer, no such severance
payment shall be paid.

2. Title; Duties.
-------------

The Employee shall serve as the Chief Financial Officer during the term
of his employment under this Agreement. The Employee shall report to the Chief
Executive Officer of the Employer, the most senior executive of the Employer,
who shall have the authority to direct, control and supervise the activities of
the Employee. The Employee shall perform such services consistent with his
position as may be assigned to him from time to time by such person. Promptly
following the execution of this Employment Agreement, the Employee shall be
elected as a director of the Board of Directors of the Corporation.

3. Extent of Services.
------------------

The Employee agrees to devote his entire business time and attention to
the performance of his duties under this Agreement. He shall perform his duties
to the best of his ability and shall use his best efforts to further the
interests of the Employer. The Employee shall work at the principal office of
the Employer located in the Washington, D.C. metropolitan area. The Employee
represents and

-2-
<PAGE>

warrants to the Employer that he is able to enter into this Agreement and that
his ability to enter into this Agreement is not limited to or restricted by any
agreements or understandings between the Employee and any other person,
including, but not limited to, Arthur Andersen LLP. For the purposes of this
Agreement, the term "person" means any natural person, corporation, partnership,
limited liability partnership, limited liability company, or any other entity of
any nature.

4. Base Salary.
-----------

The Employer shall pay the Employee a base annual salary of $300,000.00.
The salary shall be payable in biweekly installments of $11,546.15, minus such
deductions as may be required by law or reasonably requested by the Employee.
The Employer will review the Employee's base salary no less often than annually
in conjunction with its regular review of executive salaries.

5. Bonus.
-----

The Employee shall be eligible for an annual bonus of $50,000.00 based on
the Employee's success in reaching or exceeding certain performance objectives
as established in advance by the Compensation Committee.

6. Stock Options.
-------------

On the date that the IPO of the Corporation is consummated, the Employee
shall be granted by the Corporation two nonqualified stock options for the
purchase of 200,000 shares and 200,000 shares, respectively, for an aggregate

-3-
<PAGE>

of 400,000 shares of the common stock of the Corporation each with an exercise
price equal to the initial public offering price of the common stock of the
Corporation. The stock option agreement for an award of 200,000 shares shall
provide that the option is fully vested from the date of grant, shall become
exercisable six (6) months from the date of grant, and shall provide that the
option shall remain exercisable through the fourth anniversary of the date of
grant, whether or not Employee's employment with the Employer continues.
Accordingly, such option shall remain exercisable through such fourth
anniversary even if Employee voluntarily terminates his employment with the
Employer or is terminated by the Employer with or without cause. Following such
fourth anniversary, if the Employee continues to be employed by the Employer,
such stock option shall remain exercisable through, and shall terminate on, the
earlier of ninety (90) days following the Employee's termination of employment
or the tenth anniversary of the date of grant.

The stock option agreement for the grant of the second 200,000 shares
shall provide that the option shall vest at the rate of twenty-five percent
(25%) per year on each anniversary date of the consummation of the IPO of the
Corporation such that the stock option shall be fully vested on the fourth
anniversary of such date, provided that the Employee continues to be employed by
the Employer. Such stock option shall terminate on the earlier of ninety (90)
days following the Employee's termination of employment or the tenth anniversary
of the date of grant.

-4-
<PAGE>

Both stock options also shall provide that the option shall become fully
vested and exercisable in the event of the Employee's death or disability while
employed by the Employer.

The Employer shall register the common stock that may be acquired upon
exercise of the options on Form S-8 no later than thirty (30) days following the
initial public offering of the common stock of the Employer. The stock options
shall be issued under a stock option plan that complies with the provisions of
Rule 16b-3 of the Securities and Exchange Commission. The stock option
agreements may contain such other and further terms as are not inconsistent with
this Agreement or the stock option plan. If for any reason the initial public
offering of shares of the common stock of Snyder Communications, Inc. is not
consummated, the Employer shall not be obligated to grant, and the Employee
shall not be entitled to receive, any stock options.

7. Fringe Benefits.
---------------

The Employee shall be entitled to all benefits generally available to
employees of the Employer. The Employer shall pay for one parking space permit
for the Employee.

The Employee shall be entitled to three (3) weeks of vacation during each
year of employment. Such vacation shall be taken at such times as the Employee
and the Chief Executive Officer of the Employer shall agree. The

-5-
<PAGE>

Employee shall be entitled to sick leave and holidays in accordance with the
policy of the Employer as to its executive employees.

8. Reimbursement of Business Expenses.
----------------------------------

The Employer shall reimburse the Employee for all reasonable out-of-
pocket costs incurred or paid by the Employee in connection with, or related to,
the performance of his duties, responsibilities or services under this
Agreement, upon presentation by the Employee of documentation, expense
statements, vouchers, and/or such other supporting information as the Employer
may reasonably request

9. Automobile Allowance.
--------------------

The Employee shall receive an automobile allowance of $450.00 per month
which shall be paid with and in addition to the Employee's base salary. The
Employee shall not be required to account for the Employee's use of such
allowance.

10. Non-Solicitation and Non-Competition.
------------------------------------

(a) Except as provided in paragraph (e) below, the Employee agrees that
while the Employee is employed pursuant to this Agreement and for a period of
eighteen (18) months following termination of the Employee's employment by the
Employer for any reason (the "Non-Competition Period"), whether by action of the
Employee or the Employer, the Employee will not, except as otherwise provided
herein, engage or participate, directly or indirectly, as principal, agent,
employee,

-6-
<PAGE>

employer, consultant, stockholder, partner or in any other individual capacity
whatsoever, in the conduct or management of, or own any stock or any other
equity investment in or debt of, any business which is competitive with any
business conducted by the Employer.

For the purpose of this Agreement, a business shall be considered to be
competitive with the business of the Employer if such business is engaged in
providing outsourced marketing services for clients utilizing a range of
complementary marketing resources including field sales, teleservices
capabilities, sponsored wallboard information displays and product sampling (or
any other business in which the Employer is engaged at the time of termination
of the Employee's employment).

(b) Non-Solicitation of Employees. During the Non-Competition Period, the
-----------------------------
Employee will not (for his/her own benefit or for the benefit of any person or
entity other than the Employer) solicit, or assist any person or entity other
than the Employer to solicit, any officer, director, executive or employee of
the Employer to leave his/her employment.

c) Non-Solicitation of Customers. During the Non-Competition Period, the
-----------------------------
Employee will not solicit, or assist any person or entity other than the
Employer to solicit, any person or entity that is a client of the Employer, or
has been a client of the Employer during the prior twelve months, to purchase
outsourced

-7-
<PAGE>

marketing services (or any other products or services the Employer provides to a
client).

(d) Reasonableness. The Employee acknowledges that (i) the markets served
--------------
by the Employer are national in scope and are not dependent on the geographic
location of the executive personnel or the businesses by which they are
employed; and (ii) the above covenants are manifestly reasonable on their face,
and the parties expressly agree that such restrictions have been designed to be
reasonable and no greater than is required for the protection of the Employer.

(e) Investment. Nothing in this Agreement shall be deemed to prohibit the
----------
Employee from owning equity or debt investments in any corporation, partnership
or other entity which is competitive with the Employer, provided that such
--------
investments (i) are passive investments and constitute five percent (5%)
or less of the outstanding equity securities of such an entity the equity
securities of which are traded on a national securities exchange or other public
market, or (ii) are approved by the Employer.

11. Confidential Information.
------------------------

(a) The Employee shall not (for his own benefit or the benefit of any
person or entity other than the Employer) use or disclose any of the Employer's
trade secrets or other confidential information. The term "trade secrets or
other confidential information" includes, by way of example, matters of a
technical nature, "know-how", computer programs (including documentation of such
programs),

-8-
<PAGE>

research projects, and matters of a business nature, such as proprietary
information about costs, profits, markets, sales, lists of customers, and other
information of a similar nature to the extent not available to the public, and
plans for future development. After termination of this Agreement, the Employee
shall not use or disclose trade secrets or other confidential information unless
such information becomes a part of the public domain other than through a breach
of this Agreement or is disclosed to the Employee by a third party who is
entitled to receive and disclose such information.

(b) Upon the effective date of notice of the Employee's or the Employer's
election to terminate this Agreement, or at any time upon the request of the
Employer, the Executive (or his heirs or personal representatives) shall deliver
to the Employer all documents and materials containing trade secrets and
confidential information relating to the Employer's business and all documents,
materials and other property belonging to the Employer, which in either case are
in the possession or under the control of the Employee (or his heirs or personal
representatives).

(c) All discoveries and works made or conceived by the Employee during
his employment by the Employer, jointly or with others, that relate to the
Employer's activities shall be owned by the Employer. The terms "discoveries and
works" include, by way of example, inventions, computer programs (including
documentation of such programs), technical improvements, processes, drawings,

-9-
<PAGE>

and works of authorship, including sales materials which relate to wall media
products, sampling/comparing or services. The Employee shall promptly notify and
make full disclosure to, and execute and deliver any documents requested by, the
Employer to evidence or better assure title to such discoveries and works by the
Employer, assist the Employer in obtaining or maintaining for itself at its own
expense United States and foreign patents, copyrights, trade secret protection
and other protection of any and all such discoveries and works, and promptly
execute, whether during his employment or thereafter, all applications or other
endorsements necessary or appropriate to maintain patents and other rights for
the Employer and to protect its title thereto. Any discoveries and works which,
within six months after the termination of the Employee's employment by the
Employer, are made, disclosed, reduced to a tangible or written form or
description, or are reduced to practice by the Employee and which pertain to
work performed by the Employee while with the Employer shall, as between the
Employee and the Employer, be presumed to have been made during the Employee's
employment by the Employer.

12. Enforcement. The Employee agrees that the Employer's remedies at law
-----------
for any breach or threat of breach by him/her of the provisions of Section 10
and 11 hereof will be inadequate, and that the Employer shall be entitled to an
injunction or injunctions to prevent breaches of the provisions of Section 10
and 11 hereof and to enforce specifically the terms and provisions thereof, in
addition to any other remedy to which the Employer may be entitled at law or
equity.

-10-
<PAGE>

13. Miscellaneous.
-------------

(a) Notices. All notices required or permitted under this Agreement
-------
shall be in writing and shall be deemed effective upon personal delivery or upon
deposit with the United States Postal Service, by registered or certified mail,
postage prepaid, addressed to the other party at the address shown above, or at
such other address or addresses as either party shall designate to the other in
writing from time to time.

(b) Pronouns. Whenever the context may require, any pronouns used in
--------
this Agreement shall include the corresponding masculine, feminine or neuter
forms, and the singular forms of nouns and pronouns shall include the plural,
and vice versa.

(c) Entire Agreement. This Agreement constitutes the entire agreement
----------------
between the parties and supersedes all prior agreements and understandings,
whether written or oral, relating to the subject matter of this Agreement,
including, but not limited to, all prior agreements and understandings relating
to stock options or stock ownership in Snyder Marketing Services, Inc. (formerly
known as Snyder Communications, Inc.) and Snyder Communications, Inc.

(d) Amendment. This Agreement may be amended or modified only by a
---------
written instrument executed by both the Employer and the Employee.

-11-
<PAGE>

(e) Governing Law. This Agreement shall be construed, interpreted and
-------------
enforced in accordance with the laws of the State of Maryland, without regard to
its conflicts of laws principles.

(f) Successors and Assigns. This Agreement shall be binding upon and
----------------------
inure to the benefit of both parties and their respective successors and
assigns; provided, however, that the obligations of the Employee are personal
and shall not be assigned or delegated by him.

(g) Waiver. No delays or omission by the Employer or the Employee in
------
exercising any right under this Agreement shall operate as a waiver of that or
any other right. A waiver or consent given by the Employer or the Employee on
any one occasion shall be effective only in that instance and shall not be
construed as a bar or waiver of any right on any other occasion.

(h) Captions. The captions appearing in this Agreement are for
--------
convenience of reference only and in no way define, limit or affect the scope or
substance of any section of this Agreement.

(i) Severability. In case any provision of this Agreement shall be held
------------
by a court with jurisdiction over the parties to this Agreement to be invalid,

-12-
<PAGE>

illegal or otherwise unenforceable, the validity, legality and enforceability of
the remaining provisions shall in no way be affected or impaired thereby.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.

EMPLOYER EMPLOYEE

SNYDER COMMUNICATIONS, L. P.

By: Snyder Marketing Communications,
Inc., Its General Partner

By: /s/ Daniel M. Snyder /s/ Clay Perfall
--------------------------------- ---------------------------------
Daniel M. Snyder, President and Clay Perfall
Chief Executive Officer

SNYDER COMMUNICATIONS, INC.

By: /s/ Daniel M. Snyder
---------------------------------
Daniel M. Snyder, Chairman,
President and Chief Executive Officer

-13-

<PAGE>

EXHIBIT 23.2

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our
reports (and to all references to our Firm) included in or made a part of this
registration statement.

/s/ Arthur Andersen LLP

Washington, D.C.
August 14, 1997

<PAGE>

EXHIBIT 23.3

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We have issued our reports dated April 11, 1997 accompanying the consolidated
financial statements and schedule of American List Corporation included in the
Registration Statement and Prospectus of Snyder Communications, Inc. on Form S-
1. We consent to the use of the aforementioned reports in the Snyder
Communications, Inc. Registration Statement and Prospectus on Form S-1 and to
the use of our name as it appears under the caption "Experts."

/s/ Grant Thornton LLP

Melville, New York
August 13, 1997

<PAGE>

EXHIBIT 23.4

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-1 of Snyder Communications, Inc. of our report dated May
30, 1997, on the financial statements of Brann Holdings Limited as of and for
the three years ended December 31, 1996 which appears on page 3 of the Snyder
Communications, Inc. Current Report on Form 8-K dated June 2, 1997, which is
incorporated by reference in this Registration Statement on Form S-8.

/s/ Price Waterhouse

Price Waterhouse
Chartered Accountants
and Registered Auditors
Bristol, England
August 13, 1997

<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000

<S> <C> <C>
<PERIOD-TYPE> 6-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1996
<PERIOD-START> JAN-01-1997 JAN-01-1996
<PERIOD-END> JUN-30-1997 DEC-31-1996
<CASH> 38,869 59,499
<SECURITIES> 12,195 6,297
<RECEIVABLES> 51,631,017 32,204
<ALLOWANCES> 1,485,808 988
<INVENTORY> 847 1,002
<CURRENT-ASSETS> 109,108 106,897
<PP&E> 49,354 44,927
<DEPRECIATION> 21,315 21,281
<TOTAL-ASSETS> 157,276 149,261
<CURRENT-LIABILITIES> 63,462 56,810
<BONDS> 16,910 22,490
1,162 6,306
0 0
<COMMON> 46 46
<OTHER-SE> 72,922 63,428
<TOTAL-LIABILITY-AND-EQUITY> 157,276 149,261
<SALES> 132,630 235,811
<TOTAL-REVENUES> 132,630 235,811
<CGS> 86,862 161,387
<TOTAL-COSTS> 86,862 161,387
<OTHER-EXPENSES> 16,181 2,223
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 1,150 3,579
<INCOME-PRETAX> 1,467 22,001
<INCOME-TAX> 5,734 5,603
<INCOME-CONTINUING> (4,267) 16,398
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 (1,215)
<CHANGES> 0 0
<NET-INCOME> (4,267) 15,183
<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0 0

</TABLE>