<PAGE>
Filed pursuant to Rule 424(b)(3) and Rule 424(c)
Registration Statement No. 333-43127
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED JANUARY 16, 1998)
_______________________
This Prospectus Supplement supplements the Prospectus dated January 16,
1998 (the "Prospectus") relating to the resale of up to 3,255,731 shares of
Common Stock, par value $.01 per share (the "Common Stock"), of Cambridge
Technology Partners (Massachusetts), Inc. (the "Company") by certain
stockholders of the Company, which Prospectus was filed as part of the Company's
Registration Statement on Form S-3 No. 333-43127.
_______________
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS TO WHICH IT RELATES IN CONNECTION WITH THE OFFERING MADE PURSUANT TO
THE PROSPECTUS (AS SUPPLEMENTED HEREBY), AND IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY OR BY ANY OTHER PERSON. NEITHER THE DELIVERY OF THIS PROSPECTUS
SUPPLEMENT AND THE PROSPECTUS TO WHICH IT RELATES NOR ANY SALE OF SHARES OF
COMMON STOCK COVERED HEREBY SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT INFORMATION IN THIS PROSPECTUS SUPPLEMENT IS CORRECT AS OF ANY
TIME SUBSEQUENT TO THE DATE HEREOF OR THAT INFORMATION IN THE PROSPECTUS IS
CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE THEREOF (JANUARY 16, 1998). THIS
PROSPECTUS SUPPLEMENT AND THE PROSPECTUS TO WHICH IT RELATES DO NOT CONSTITUTE
AN OFFER TO OR SOLICITATION OF ANY PERSON IN ANY JURISDICTION IN WHICH SUCH
OFFER OR SOLICITATION MAY NOT BE LAWFULLY MADE.
_______________
The date of this Prospectus Supplement is February 25, 1998.
<PAGE>
In connection with the following transfers by certain Selling Stockholders
named in the Prospectus of a portion of their shares of Common Stock of the
Company, this Prospectus Supplement updates certain information contained in the
"Selling Stockholders" and "Plan of Distribution" sections of the Prospectus:
(i) Malcolm Glyn to his wife, Liliana Glyn (and the subsequent transfer from
Liliana Glyn to Butterfield Trust (Guernsey) Limited, a trust of which Liliana
Glyn is a beneficiary); (ii) Mark Turek to his wife, Tamara Turek; (iii) Terence
White to his wife, Sonia Jane White; (iv) Owen Williams to his wife, Fiona
Williams; and (v) Timothy Durston to his wife, Rowena Durston. Each of the
Selling Stockholders named in the accompanying Prospectus who effected such a
transfer is referred to in this Prospectus Supplement as a "Transferor" and each
of the foregoing transferees is referred to in this Prospectus Supplement as a
"Transferee." Except for information in this Prospectus Supplement, reference
should be made to the accompanying Prospectus dated January 16, 1998 and the
information incorporated therein by reference.
The following table amends and restates the information set forth in the
table in the "Selling Stockholders" section of the Prospectus with respect to
the Transferors and adds the following information to such table with respect to
the Transferees.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED BEFORE THIS
OFFERING AND OFFERED PURSUANT TO THIS
SELLING STOCKHOLDERS PROSPECTUS (AS SUPPLEMENTED HEREBY)
- ----------------------- -----------------------------------
<S> <C>
Timothy Durston 5,340
Rowena Durston 4,500(1)
Malcolm Glyn 16,582
Liliana Glyn 13,000(1)
Butterfield Trust 20,000(1)
(Guernsey) Limited
Mark Turek 2,706
Tamara Turek 2,214(1)
Terence White 2,420
Sonia Jane White 2,500(1)
Owen Williams 2,420
Fiona Williams 2,500(1)
</TABLE>
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(1) Includes as Shares Beneficially Owned before this Offering the shares of
Common Stock transferred to such Transferee, directly or indirectly, from the
Transferors.
S-2
<PAGE>
All of the Selling Stockholders acquired his, her or its shares of Common
Stock offered pursuant to the Prospectus (as supplemented hereby) directly or
indirectly (as a Transferee directly or indirectly from a Transferor) in
connection with the Acquisition described in the accompanying Prospectus dated
January 16, 1998 under "Recent Developments." Each Selling Stockholder (other
than the Transferees) represented to the Company in connection with such
Acquisition that such Selling Stockholder was acquiring his, her or its shares
of Common Stock in connection with the Acquisition without any present intention
of effecting a distribution of those shares.
The number of shares of Common Stock beneficially owned and offered
pursuant to the Prospectus (as supplemented hereby) by each Selling Stockholder
(other than the shares of Common Stock owned and offered by each Transferee) as
set forth in the table under "Selling Stockholders" in the Prospectus, as
updated by this Prospectus Supplement, includes shares of the Company's Common
Stock held in escrow for the account of such Selling Stockholder to cover any
reimbursable claims under certain of the transactional documents related to the
Acquisition.
S-3
