<PAGE> 1
<TABLE>
<S> <C>
Prospectus Supplement Filed pursuant to Rule 424(b)(3)
November 24, 1998 SEC File Number 333-41037
(TO PROSPECTUS DATED NOVEMBER 25, 1997)
</TABLE>
The Prospectus dated November 25, 1997 (the "Prospectus") relating to (i)
$75,000,000 aggregate principal amount of 7% Convertible Subordinated
Debentures due 2004 (the "Debentures") of Fuisz Technologies Ltd., a Delaware
corporation (the "Company"), and (ii) not more than 5,660,377 shares of the
Company's common stock, par value $.01 per share (the "Common Stock"), which
are initially issuable upon conversion of the Debentures, plus such additional
indeterminate number of shares of Common Stock as may become issuable upon
conversion of the Debentures as a result of adjustments to the conversion price
(the "Shares"), is hereby amended as follows:
The following entities are hereby named as Selling Securityholders as
contemplated on pages 47-50 of the Prospectus:
<TABLE>
<CAPTION>
Number of Shares
Principal Amount Percent of Total of Common Stock
Selling Securityholders of Debentures Owned Outstanding Debentures That May Be Sold+
----------------------- ------------------- ---------------------- ----------------
<S> <C> <C> <C>
Dimensional Partners Ltd. $1,800,000 2.40% 135,849
J.M. Hull Associates, L.P. $ 200,000 * 15,094
Smith Barney Inc. $2,225,000 2.97% 167,925
</TABLE>
- -----------------------
+ Assumes a conversion price of $13.25 per share, rounded down to the nearest
whole share. Fractional shares of Common Stock will not be issued upon
conversion, but, in lieu thereof, the Company will pay a cash adjustment based
upon the then Closing Price at the close of business on the day of conversion.
* Less than one percent.
