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Filed Pursuant to Rule 424(b)(3)
Reg. No. 333-07783
Supplement No. 2 dated December 23, 1996
to Prospectus dated July 17, 1996 Relating to 5,000,000 Shares
On December 23, 1996, PLATINUM technology, inc. (the "Company") acquired
the assets of the Access Manager business unit (the "Access Manager Business")
of International Computers Limited ("ICL"). The Access Manager Business
develops, markets, and supports single-sign-on security computer software for
enterprise computing technology. The assets acquired by the Company include the
equipment, computer software technology and related copyrights, trademarks, and
other proprietary information, and license, maintenance and other agreements of
the Access Manager Business. In consideration for this acquisition, the Company
expects to issue to ICL approximately 2,222,222 shares of the Company's common
stock, par value $.001 per share (the "Common Stock"). This acquisition was
accounted for using the purchase method of accounting. This Prospectus may be
used by ICL in connection with reoffers and resales of all of the shares of
Common Stock received by it pursuant to this Prospectus in consideration of the
Company's acquisition of the Access Manager Business. See "Securities Covered by
this Prospectus." The shares of Common Stock issued to ICL in this acquisition
constitute all of the shares of Common Stock owned by ICL and represent
approximately 3.8% of the outstanding Common Stock as of the date hereof.
