<PAGE> 1
Prospectus Supplement Filed pursuant to Rule 424(b)(3)
February 17, 1999 SEC File Number 333-41037
(TO PROSPECTUS DATED NOVEMBER 25, 1997)
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 entity is hereby named as a Selling Securityholder as contemplated
on pages 47-50 of the Prospectus:
<TABLE>
<CAPTION>
Number of Shares
Principal Amount Percent of Total of Common Stock
Selling Securityholder of Debentures Owned Outstanding Debentures* That May Be Sold+
---------------------- ------------------- ----------------------- -----------------
<S> <C> <C> <C>
Oppenheimer Convertible
Securities Fund $6,000,000 8.00% 452,830
</TABLE>
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* Percentage is based upon original amount outstanding.
+ 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.
