<PAGE> 1
RULES 424(b)(3) AND 424(c)
REGISTRATION NO. 333-17829
PROSPECTUS SUPPLEMENT
DATED OCTOBER 14, 1997
TO PROSPECTUS DATED MAY 27, 1997
--------------------------
BIKERS DREAM, INC.
--------------------------
THE ATTACHED PROSPECTUS FOR BIKERS DREAM, INC. (THE "COMPANY") IS HEREBY
SUPPLEMENTED AS FOLLOWS:
The party listed below (the "Transferor"), which is listed herein as a
Selling Shareholder, has assigned and transferred to the parties listed below
(the "Transferees") options to purchase the number of shares of the Company's
common stock set forth opposite their names below (the "Options").
Number of Shares of Common
Stock Issuable Upon
Name of Transferor Exercise of Options
------------------ --------------------------
Mull Acres Investments, Inc. 1,080,000
The following table sets forth certain information with respect to the
Transferees and shall be added to the Selling Shareholders table beginning on
page 7 herein. None of the Transferees is an affiliate of the Company nor has
any had a material relationship with the Company during the past three years.
<TABLE>
<CAPTION>
Beneficial Ownership
and Percentage of
Common Stock After
Maximum Giving Effect to
Beneficial Ownership Number of Shares of Proposed Sale(2)
of Common Stock at Common Stock Offered ----------------------
Name of Selling Shareholder October 14, 1997(1) for Sale(1) Number Percent
- --------------------------- -------------------- -------------------- ------ -------
<S> <C> <C> <C> <C>
WaveMark Partners 270,000 270,000 0 0%
Paul A. Minor, Jr. 270,000 270,000 0 0%
Elm Manor, LLC 270,000 270,000 0 0%
Boyce Meyer 270,000 270,000 0 0%
</TABLE>
The number of shares beneficially owned by WaveMark Partners at October 14,
1997 is comprised of 270,000 shares of Common Stock that may be acquired through
the exercise of options. The number of shares owned by WaveMark Partners and the
percentage of Common Stock after giving effect to the proposed sale assumes the
sale of all the shares of Common Stock offered by WaveMark Partners hereunder,
as to which there can be no assurance.
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The number of shares beneficially owned by Paul A. Minor Jr. at October 14,
1997 is comprised of 270,000 shares of Common Stock that may be acquired through
the exercise of options. The number of shares owned by Paul A. Minor, Jr. and
the percentage of Common Stock after giving effect to the proposed sale assumes
the sale of all the shares of Common Stock offered by Paul A. Minor, Jr.
hereunder, as to which there can be no assurance.
The number of shares beneficially owned by Elm Manor, LLC at October 14,
1997 is comprised of 270,000 shares of Common Stock that may be acquired through
the exercise of options. The number of shares owned by Elm Manor, LLC and the
percentage of Common Stock after giving effect to the proposed sale assumes the
sale of all the shares of Common Stock offered by Elm Manor, LLC hereunder, as
to which there can be no assurance.
The number of shares beneficially owned by Boyce Meyer at October 14, 1997
is comprised of 270,000 shares of Common Stock that may be acquired through the
exercise of options. The number of shares owned by Boyce Meyer and the
percentage of Common Stock after giving effect to the proposed sale assumes the
sale of all the shares of Common Stock offered by Boyce Meyer hereunder, as to
which there can be no assurance.
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