<PAGE> 1
RULE 424(b)(3) AND (c)
FILE NO. 333-14175
INTRANET SOLUTIONS, INC.
PROSPECTUS SUPPLEMENT NUMBER 3 TO THE PROSPECTUS
DATED NOVEMBER 14, 1996, AS SUPPLEMENTED NOVEMBER 27, 1996
AND DECEMBER 13, 1996
On February 12, 1997, IntraNet Solutions, Inc. reported revenues of
$6,082,845 for the third quarter ended December 31, 1996, an increase of 60.0
percent over revenues of $3,802,612 for the third quarter ended December 31,
1995. The net loss for the third quarter was $533,654 or 7 cents per share,
compared with a net income of $14,523 or 0 cents per share in last year's third
quarter. For the nine months ended December 31, 1996, revenues were
$14,337,577, an increase of 46.1 percent over revenues of $9,815,361 for the
comparable nine-month period of last year. The net loss for the nine-month
period was $1,450,843, or 19 cents per share, compared with a net loss of
$48,238, or 1 cent per share, last year.
<TABLE>
<CAPTION>
THREE MONTHS ENDED DEC. 31, NINE MONTHS ENDED DEC. 31,
--------------------------- --------------------------
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
REVENUES $6,082,845 $3,802,612 $14,337,577 $9,815,361
COST OF REVENUE 4,718,095 2,833,592 11,089,733 7,197,581
GROSS PROFIT 1,364,750 969,020 3,247,844 2,617,780
OPERATING EXPENSE 2,147,589 922,846 5,365,288 2,547,966
INTEREST EXPENSE 30,689 64,651 94,206 151,052
INCOME TAXES (279,874) (33,000) (760,807) (33,000)
NET LOSS $ (533,654) $ 14,523 $(1,450,843) $ (48,238)
NET LOSS PER COMMON $ (0.07) $ 0.00 $ (0.19) $ (0.01)
SHARE
WEIGHTED AVERAGE
SHARES OUTSTANDING 7,464,401 7,440,606 7,448,525 7,440,606
</TABLE>
CHANGE IN ACCOUNTANTS
The Company has dismissed Lund Koehler Cox & Company, PLLP as its
certified public accountants responsible for auditing the Company's financial
statements, and appointed Ernst & Young, LLP. This action was taken by the Board
of Directors on February 26, 1997, with the Board's Audit Committee's unanimous
approval. Lund Koehler Cox & Company, PLLP's reports for the last two fiscal
years contained no adverse opinions, disclaimers, or qualifications or
modifications as to uncertainty, audit scope or accounting principles, and
during such two fiscal year period and the subsequent interim period since then,
there have been no disagreements with Lund Koehler Cox & Company, PLLP on any
matter of accounting principles or practices, financial statement disclosure or
auditing scope or procedure.
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS MARCH 3, 1997
