<PAGE> 1
FILED PURSUANT TO RULE 424(b)(3)
REGISTRATION STATEMENT NO. 333-39167
PROSPECTUS SUPPLEMENT NO. 2
(TO PROSPECTUS DATED NOVEMBER 10, 1997)
$310,000,000
LAM RESEARCH CORPORATION
5% CONVERTIBLE SUBORDINATED NOTES DUE 2002
This Prospectus Supplement supplements information contained in that
certain Prospectus dated November 10, 1997, and Prospectus Supplement No. 1 to
such Prospectus dated January 27, 1998 (collectively, the "Prospectus"), each
relating to the potential sale from time to time of up to $310,000,000 aggregate
amount of Notes and the Common Stock issuable upon conversion thereof by the
Selling Securityholders. This Prospectus Supplement is not complete without, and
may not be delivered or utilized except in connection with, the Prospectus.
Capitalized terms used herein but not defined have the meanings assigned to such
terms in the Prospectus.
The following information shall be added in the appropriate alphabetical
sequence to the table set forth in the Prospectus under the caption "Selling
Securityholders" with respect to the Selling Securityholders and the respective
principal amounts of Registrable Notes beneficially owned by such Selling
Securityholder that may be offered pursuant to the Prospectus, as amended or
supplemented:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Bankers Trust International 5,000,000 1.61% 56,967 *
CIBC Oppenheimer 5,500,000 1.77% 62,663 *
Shepherd Trading Limited 300,000 * 3,418 *
CFW - C, L.P. 4,100,000 1.32% 46,712 *
Shepard Management Services 40,000 * 455 *
Simpson Group Retirement Fund (Mellon Bank 230,000 * 2,620 *
Trustee)
Worldwide Transactions, Ltd. 110,000 * 1,253 *
Helix Convertible Opportunities, L.P. 410,000 * 4,671 *
Helix Convertible Opportunities Fund, Ltd. 840,000 * 9,570 *
The Common Fund FAO Absolute Return Fund 150,000 * 1,709 *
</TABLE>
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<TABLE>
<CAPTION>
<S> <C> <C> <C>
WR Investment Partners, L.P. 70,000 * 797 *
Shepard Trading Limited 300,000 * 3,418 *
</TABLE>
The following line items contained in the table set forth in the
Prospectus under the caption "Selling Securityholders" shall be deleted in their
entirety:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Canadian Imperial Holdings, Inc. 3,000,000 * 34,180 *
UBS Securities, LLC 18,900,000 6.10% 215,335 *
</TABLE>
The line items "BancAmerica Robertson Stephens, 2,585,000, *, 6,836, *",
"Bear Stearns Securities Corp., 5,250,000, 3.39%, 119,630, *", "Chase
Securities, 8,000,000, 2.58%, 91,147, *", "The Common Fund, 880,000, *, 9,684,
*", "Deutsche Morgan Grenfell, 1,960,000, *, 22,331, *", "Foundation Account No.
1, 355,000, *, 4,044, *", "J.P. Morgan Securities, Inc., 1,050,000, *, 11,963,
*", R2 Investments, LDC, 750,000, *, 8,545, *", and "Tribeca Investments, LLC,
11,000,000, 3.55%, 125,327, *", contained in the table set forth in the
Prospectus under the caption "Selling Securityholders" shall be deleted in their
entirety and replaced with the following:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
BancAmerica Robertson Stephens 5,540,000 1.79% 63,119 *
Bear Stearns Securities Corp. 4,250,000 * 48,422 *
Chase Securities 5,000,000 1.61% 56,967 *
The Common Fund 850,000 * 9,684 *
Deutsche Morgan Grenfell 1,020,000 * 11,621 *
Foundation Account No. 1 335,000 * 3,816 *
R2 Investments, LDC 250,000 * 2,848 *
J. P. Morgan Securities 50,000 * 569 *
Tribeca Investments, LLC 2,000,000 * 22,786 *
</TABLE>
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The last three line items contained in the table set forth in the Prospectus
under the caption "Selling Securityholders" "Any other holder . . . " , "Notes
Sold Under Registration Statement", and "Total . . . " (other than the footnotes
thereto which remain unchanged), shall be deleted in their entirety and replaced
with the following:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Any other holder of Notes or future $ 31,907,500 363,535
tansferee from any such holder (3)
Notes Sold Under $117,060,000 1,333,713
Registration Statement
Total $310,000,000 100% 3,531,927
</TABLE>
All information provided in this
Prospectus Supplement is as of March 12, 1998.
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS MARCH 20, 1998.
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