(215) 994-1138
May 24, 1996
VIA EDGAR TRANSMISSION
SECURITIES AND EXCHANGE COMMISSION
Judiciary Plaza
450 Fifth Street, NW
Washington DC 20549
Re: EA Industries, Inc., formerly called Electronic
Associates, Inc. (the "Company"), Supplement No. 2
to Prospectus in re: Registration Statement on
Form S-3 - File No. 33-81892
Dear Sir/Madam:
We enclose herewith for filing on behalf of the Company
pursuant to Rule 424(b)(1) (by virtue of Rule 424(c)(1)) of the Securities Act
of 1933, as amended, a copy of the Supplement No. 2 to the Prospectus dated
August 14, 1995 which is part of the above-referenced Registration Statement of
the Company. The Company's Registration Statement was declared effective on
August 14, 1995 and the Prospectus was filed with your office on August 16,
1995.
Very truly yours,
JOSEPH J. DEVINE
JJD:rns
Enclosure
#30237-88
cc/e: James Moloney
Division of Corporate Finance
Stop 3-10
New York Stock Exchange
<PAGE>
Rule 424(b)
Supplement No. 2
EA INDUSTRIES, INC.
---------------------
SUPPLEMENT TO PROSPECTUS, DATED AUGUST 14, 1995
---------------------
EA Industries, Inc., formerly called Electronic Associates, Inc.
("EA"), filed a registration statement (the "Registration Statement") with the
Securities and Exchange Commission relating to the offer and sale of 9,800,523
shares of common stock (the "Shares") of EA from time to time by certain
stockholders and warrant holders ("Warrant Holders") of EA (the Warrant Holders
and such stockholders are collectively referred to as the "Selling
Securityholders" and individually as a "Selling Securityholder"), together with
9,800,523 Preferred Stock Purchase Rights ("Rights") associated with such
Shares. The Registration Statement was declared effective on August 14, 1995.
The Section of the Prospectus comprising part of the Registration
Statement captioned "Plan of Distribution and Selling Securityholders" is hereby
amended, as follows: (i) the number of Shares stated to be owned prior to the
Offering and the number of Shares stated to be offered by Dale Enterprises, Inc.
is reduced by 176,471, from 379,413 to 202,942, and (ii) the number of Shares
stated to be owned prior to the Offering and the number of Shares stated to be
offered by Daniel Lemberg is increased by 176,471, from 379,413 to 555,884. This
Amendment reflects the assignment and transfer of a Class B Warrant, dated as of
January 7, 1994, exercisable for 176,471 shares of common stock by Dale
Enterprises, Inc to Daniel Lemberg on May 15, 1996 in a private transaction.
This Supplement does not constitute a complete Prospectus and shall not
be considered an offer to sell, or a solicitation of an offer to buy, the Shares
(or the Rights) to which it relates. Reference is made to EA's Prospectus dated
August 14, 1995, included in the Registration Statement, as supplemented by
Supplement No. 1 dated November 14, 1995, for information with respect to EA and
the Shares of EA's Common Stock and the Rights associated with such Shares.
The date of this Supplement is May 24, 1996.
