Wave Issue 9035 4/05/99 Article 10-01

***Dassault Systemes Signs Agreement to Acquire Matra
Datavision's Subsidiary
(February 23)

Dassault Systemes S.A. and Matra Datavision announced that they
have signed a definitive agreement whereby Dassault Systemes will
acquire Matra Datavision's EUCLID STYLER, EUCLID MACHINIST, STRIM
and STRIMFLOW technologies and associated expertise for FF 200
million. The Company announced the proposed acquisition on
December 8, 1998.

Pursuant to this agreement, Dassault Systemes will acquire a
Matra Datavision subsidiary that owns the software products and
will have access to the full license of Matra Datavision CAS.CADE
technology. This enables Dassault Systemes to expand its
offerings, specifically in surface and free-form modeling,
numerical control machining (NC) and plastic injection
simulation. Completion of the transaction is subject to closing
conditions, including authorization from the regulatory
authorities.

As previously disclosed, Dassault Systemes, Matra Datavision and
IBM will form a cooperation. It will capitalize on the excellence
of each company by offering customers an enriched range of
CAD/CAM/CAE and PDM II solutions, providing them with enhanced
support and services worldwide, and by significantly extending
development, marketing and sales teams.

As part of the deal, Matra Datavision is focusing on engineering
solutions and services providing support for the CATIA, CATWEB,
ENOVIA and Deneb product lines of Dassault Systemes and exclusive
migration pathways from EUCLID 3 to CATIA. More specifically,
Matra Datavision will continue providing its demonstrated
expertise in areas such as Business Process Re-engineering. The
company will protect its customer investments, notably by
maintaining EUCLID 3, and by continued marketing and support of
CAS.CADE and other products complementary to the CATIA and ENOVIA
product lines. The immediate availability of an extended range of
Dassault Systemes Solutions provides Matra Datavision customers
with an evolutionary path toward next-generation solutions,
specifically CATIA.

Under this agreement, Matra Datavision is appointed an IBM
International Business Partner to market, sell and support CATIA,
CATWEB, and ENOVIA as well as IBM's e-business Solutions. Matra
Datavision will also be in charge of marketing, selling and
supporting the Deneb Solutions.