Rule 424B3
File No. 333-11687
SUPPLEMENT NO. TWO DATED NOVEMBER 20, 1997
TO PROSPECTUS DATED SEPTEMBER 30, 1996
INACOM CORP.
6% Convertible Subordinated Debentures due June 15, 2006
All capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Prospectus dated September 30, 1996, forming a
part of the Registration Statement on Form S-3, File No. 333-11687. Any cross
references in this Supplement refer to portions of the Prospectus.
The information concerning the Selling Holders listed under "Selling
Holders" in the Prospectus may change from time to time and will be set forth in
supplements, such as this Prospectus Supplement Two.
The purpose of this Supplement is to add additional Selling Holders as
of November 20, 1997. The following table sets forth the name of each additional
Selling Holder and (i) the amount of Debentures owned by each additional Selling
Holder as of November 20, 1997 and (ii) the number of shares of Common Stock
which may be offered for the account of such Selling Holder under the
Prospectus.
<TABLE>
Aggregate Principal Number of Shares
Amount of Debentures of Common Stock
That May Be Sold That May Be Sold*
<S> <C> <C>
Bear Stearns Securities Corp. $ 5,000,000 208,333
Investco Capital Funding, Ltd. 8,000 333
Select Financial Svcs. Inc. 5,000 208
Tamil Limited 12,000 500
Stephen S. & Celeste C. Weisglass 40,000 1666
Celeste C. Weisglass 40,000 1666
Amoco Corp. Master Trust 920,000 38,333
Minnesota Bakers Union Pension Fund 30,000 1250
Bakers Local 433 Pension Trust 40,000 1666
SSI Balanced Hedge Partnership 45,000 1875
James & Abigail Campbell Foundation 50,000 2083
Estate of James J. Campbell 10,000 416
Twin City Bakery Drivers Pension Fund 15,000 625
Hawaiian Airlines Pension Plan 125,000 5208
Alliance International Ltd. 35,000 1458
SSI Aurora Partners, L.P. 110,000 4583
Bakel International Company Ltd. 115,000 4791
Consolidated Investment Group, Ltd. 72,000 3000
Comarco Corp. 8,000 333
*Assumes a conversion price of $24.00 per share.
</TABLE>
The Company may from time to time, in accordance with the Registration
Rights Agreement, include additional Selling Holders in future supplements to
the Prospectus.
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