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Filed pursuant to Rule 424(b)(3) and Rule 424(c)
Registration Statement NO. 33-43127
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 April 12, 1999.
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In connection with the transfer by Jermyn Trustees (Jersey) Limited (the
"Transferor") of shares of Common Stock of the Company held by it to each of
Stefan Falckenberg (500) Salwinder Puarr (2,000), Mark Hughes (2,290), Lance
Hartley (500), Jurgen Deiss (1,955), Charles Cable (6,171) and Alois Deubert
(3,300) (in the amount set forth after each of the above listed individual's
name), this Prospectus Supplement updates certain information contained in the
"Selling Stockholders" section of the Prospectus. 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 Transferor, Stefan Falckenberg, Salwinder Puarr, Mark Hughes, Jurgen Deiss,
Charles Cable and Alois Deubert and adds the following information to such
table with respect to Lance Hartley.
<TABLE>
<CAPTION>
Shares Beneficially Owned before this
Offering and Offered Pursuant to this
Selling Stockholders Prospectus (as supplemented hereby)(1)
-------------------- -------------------------------------
<S> <C>
Jermyn Trustees (Jersey)
Limited........................ 149,104
Stefan Falckenberg.............. 5,420
Salwinder Puarr................. 19,712
Mark Hughes..................... 12,130
Jurgen Deiss.................... 16,715
Charles Cable................... 16,011
Alois Deubert................... 45,559
Lance Hartley................... 500
</TABLE>
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(1) For purposes of the information in this column, shares of Common Stock
transferred to the Transferees by the Transferor are treated as having been
beneficially owned before this offering by the Transferees, rather than the
Transferor.
All of the Selling Stockholders acquired his or its shares of Common Stock
offered pursuant to the Prospectus (as supplemented hereby) directly or
indirectly (as a Transferee from the Transferor) in connection with the
Acquisition described in the accompanying Prospectus dated January 16, 1998
under "Recent Developments." Each Selling Stockholder represented to the
Company in connection with such Acquisition that such Selling Stockholder was
acquiring his or its shares of Common Stock in connection with the Acquisition
without any present intention of effecting a distribution of those shares.
2
