<PAGE>
File No. 333-46815
Filed pursuant to Rules 424(b)(3) and 424(c)
SUPPLEMENT NO. 2 TO PROSPECTUS DATED MAY 7, 1998
AMNEX, INC.
The section of the Prospectus dated May 7, 1998, entitled "SELLING
SECURITYHOLDERS," is hereby amended by inclusion of the the following paragraph
and table after the table following the third paragraph in such section:
The following table sets forth certain information known to the
Company with respect to the beneficial ownership of each Selling Securityholder
as of June 30, 1998 (except where otherwise indicated), as to (i) the amount
and percentage of Notes beneficially held by the Selling Securityholder, (ii)
the number of Common Shares beneficially held by the Selling Securityholder,
assuming full conversion of the Notes, (iii) the number of Common Shares that
may be offered pursuant to this Prospectus and (iv) the number of Common Shares
and percentage of outstanding Common Shares that will be held by each Selling
Securityholder after sale of the Common Shares, assuming all of the Common
Shares are sold by each Selling Securityholder, and assuming conversion of each
of the Notes held by such Selling Securityholder into Common Shares. Because
each of the Selling Securityholders may offer all or some part of the Notes or
the Shares which he or she holds from time to time pursuant to the offering
contemplated by this Prospectus, and because this offering is not being
underwritten on a firm commitment basis, no assurances can be given as to the
number of Notes or Common Shares that will be held by each of the Selling
Securityholders upon termination of this offering.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
Common Shares
Beneficially
Owned After the
Offering
- -------------------------------------------------------------------------------------------------------------
Common
Shares Number of
Beneficially Common Shares
Principal Percentage Owned Offered Hereby
Amount of of Notes Prior to
Selling Securityholder Notes Held Held the Number Percent
Offering (1)
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Laterman Company........ $125,000 * 44,893 44,893 -- --
- -------------------------------------------------------------------------------------------------------------
Laterman Strategies 90s $250,000 1.67% 89,786 89,786 -- --
LLC.....................
- -------------------------------------------------------------------------------------------------------------
Offshore Strategies Ltd. $600,000 4.00% 215,486 215,486 -- --
- -------------------------------------------------------------------------------------------------------------
</TABLE>
- --------------------
* Less than 1%.
(1) As of the date hereof the Notes are convertible into 5,387,151 Common
Shares at a Conversion Price of $2.7844, which Conversion Price is subject
to certain anti-dilution adjustments.
The date of this Supplement is August 6, 1998.
