<PAGE>1
Rule 424 (b)(3)
Reg. No. 33-64623
SUPPLEMENT NO. 2 DATED MAY 29, 1996 TO PROSPECTUS
DATED DECEMBER 12, 1995, AS SUPPLEMENTED ON APRIL 23, 1996
The Prospectus of MAI Systems Corporation ("MAI" or the
"Company"), dated December 12, 1995, as supplemented on April
23, 1996 (the "Supplement"), relating to MAI's common stock,
$.01 par value per share (the "Common Stock'), is hereby
further supplemented as follows:
1. SELLING STOCKHOLDERS.
On May 24, 1996, Bennett S. LeBow and the LeBow Family Partnership
1993, Ltd. sold 186,201 shares and 13,799 shares,
respectively, of the Common Stock at $9.75 per share through
Aegis Capital Corp., as an agent ("Aegis"). In connection
with such sales, Aegis will receive the usual and customary
broker's commission.
The following table sets forth, as of May 29, 1996,
certain information with respect to the ownership of the
Common Stock by the Selling Stockholders, and supersedes the
table set forth on page 6 of the Prospectus and in the
Supplement:
<TABLE>
<CAPITION>
Shares of Common
Stock Beneficially Number of Shares
Name of Selling Stockholders Owned Before Offering Offered Hereby
---------------------------- --------------------- ----------------
<S> <C> <C>
Bennett S. LeBow 0 0
LeBow Family Partnership 1993,
Ltd<FN1> 581,233 581,233
<FN>
<FN1>
(1) LeBow Family Partnership 1993, Ltd. is a Florida
limited partnership, of which Bennett S. LeBow is the general
partner with a 10% interest and a trust for the benefit of
Mr. LeBow and certain family members holds the remaining
interest.
</FN>
</TABLE>
