Supplement No. 3 Rule 424(b)
EA INDUSTRIES, INC.
SUPPLEMENT NO. 3 TO PROSPECTUS, DATED FEBRUARY 7, 1996
On January 17, 1996, EA Industries, Inc., a New Jersey corporation
formerly known as Electronic Associates, Inc. (the "Company"), filed a
registration statement (Registration No. 333-257)(the "Registration Statement")
with the Securities and Exchange Commission relating to the offer and sale of
3,614,052 shares of Common Stock (the "Shares") of the Company from time to time
by certain stockholders, warrant holders and convertible debenture holders of
the Company (collectively referred to as the "Selling Securityholders"),
together with 3,614,052 Preferred Stock Purchase Rights ("Rights") associated
with the Shares. The Registration Statement was declared effective on
February 7, 1996.
On December 16, 1996 the Board of Directors of the Company approved and
declared a one-for-four reverse stock split of the shares of Common Stock of the
Company to be effective as of the close of business on December 27, 1996 (the
"Record Date"), such that each holder of record on the Record Date will be
entitled to receive, as soon as practicable thereafter, one (1) share of no par
value Common Stock of the Company for every four (4) shares of no par value
Common Stock held by such person on the Record Date (the "Reverse Stock Split").
Investors are hereby advised that the number of Shares included in the
Registration Statement of which the Prospectus dated February 7, 1996 (the
"Prospectus") is a part and which are being offered by the Prospectus do not
reflect the effectuation of the Reverse Stock Split. Following the Record Date,
the number of Shares of Common Stock, and associated Rights, which continue to
be offered by the Selling Securityholders pursuant to the Registration Statement
and Prospectus included therein as reflected under the heading "Plan of
Distribution and Selling Securityholders" shall be reduced on a one-for-four
basis in accordance with the Reverse Stock Split.
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 the Company's
Prospectus dated February 7, 1996 included in the Registration Statement, as
supplemented by Supplement No. 1 dated February 28, 1996 and Supplement No. 2
dated August 21, 1996, for information with respect to the Company and the
Shares of the Company's Common Stock and the Rights associated with such Shares.
The date of this Supplement is December 18, 1996.
