<PAGE> 1
Rule 424(b)(3)
Reg. No. 33-64623
Supplement No. 1 dated April 23, 1996
to Prospectus dated December 12, 1995
The Prospectus of MAI Systems Corporation ("MAI" or the "Company"),
dated December 12, 1995, relating to MAI's common stock, $.01 par value per
share (the "Common Stock"), is hereby supplemented as follows:
1. Selling Stockholders.
On April 19, 1996, Bennett S. LeBow sold 800,000 shares of the
Common Stock at $5.75 per share through Aegis Capital Corp., as an agent
("Aegis"). In connection with this sale, Aegis will receive the usual and
customary broker's commission, and the Company and Mr. LeBow have each agreed
to indemnify Aegis against certain liabilities, including liabilities arising
under the Securities Act of 1933, as amended (the "Securities Act").
The following table sets forth, as of April 23, 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:
<TABLE>
<CAPTION>
Shares of Common
Stock Beneficially Number of Shares
Name of Selling Stockholders Owned Before Offering Offered Hereby
---------------------------- --------------------- ----------------
<S> <C> <C>
Bennett S. LeBow 227,401 227,401
LeBow Family Partnership 1993,
Ltd.(1) 625,032 625,032
</TABLE>
(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.
2. Plan of Distribution.
On a prospective basis, the Selling Stockholders and the
Company have each agreed to indemnify Aegis against certain liabilities in
connection with the offering of the Shares, including liabilities arising
under the Securities Act.
