<PAGE>
Filed Pursuant to Rule 424(c),
supplementing the Prospectus
dated October 22, 1999
SEC Registration No. 333-88385
IRVINE SENSORS CORPORATION
PROSPECTUS SUPPLEMENT
Dated April 27, 2000
Selling Stockholders
The list of Selling Stockholders appearing beginning on page 54 of the
Final Prospectus dated October 22, 1999 is hereby amended as follows:
Of the 905,000 shares of Common Stock registered for resale on behalf
of Banque Privee Edmond de Rothschild, S.A. Luxembourg, 276,209 shares have been
transferred to Gerlach and Co.
Of the 1,000,000 shares of Common Stock registered for resale on behalf of
Research & Development Leasing, Inc., 500,000 shares have been transferred to
James Alexiou & Elaine Alexiou Trust and 500,000 shares have been transferred to
John C. Carson.
Information with respect to the beneficial ownership of the Selling
Stockholders, as of April 18, 2000, are as follows:
<TABLE>
<CAPTION>
Beneficial Ownership
Number of Shares Following Offering
Beneficially Owned Shares ---------------------
Prior to the to be Number of Percent
Name Offering Sold Shares Owned
- ------------------------------------------- ------------------ ---------- ---------- --------
<S> <C> <C> <C> <C>
Gerlach and Co. 276,209 276,209 0 --
James Alexiou & Elaine Alexiou Trust (1) 826,708 500,000 326,708 (3)
John C. Carson (2) 810,254 500,000 310,254 (3)
</TABLE>
__________
(1) Mr. Alexiou is the Company's Chairman of the Board.
(2) Mr. Carson is the Company's Senior Vice President, Chief Technical Officer
and a Director.
(3) Less than one percent
By this Supplement, Gerlach and Co. is included in the Prospectus as a
Selling Stockholder with the right to sell 276,209 shares and each of James
Alexiou & Elaine Alexiou Trust and John C. Carson is included in the Prospectus
as a Selling Stockholder with the right to sell 500,000 shares.
