Rule 424B3
File No. 333-11687
SUPPLEMENT NO. THREE DATED DECEMBER 11, 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.
The purpose of this Supplement is to add additional Selling Holders as
of December 11, 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 December 11, 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>
Donaldson, Lufkin & Jenrette $ 200,000 8,333
Securities Corporation
</TABLE>
*Assumes a conversion price of $24.00 per share.
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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