<PAGE> 1
Prospectus Supplement filed under Rule 424(b)(3)
Registration No. 333-9661
PROSPECTUS SUPPLEMENT
(to Prospectus dated September 17, 1996)
BROADBAND TECHNOLOGIES, INC.
$115,000,000
5% CONVERTIBLE SUBORDINATED NOTES DUE MAY 15, 2001
(INTEREST PAYABLE MAY 15 AND NOVEMBER 15)
AND
2,772,420 SHARES OF COMMON STOCK, PAR VALUE $.01 PER SHARE,
ISSUABLE UPON CONVERSION OF SUCH 5% CONVERTIBLE SUBORDINATED NOTES
---------------------
The Prospectus, dated September 17, 1996 (the "Prospectus"), relating to
the offering for resale of up to $115,000,000 aggregate principal amount of
outstanding 5% Convertible Subordinated Notes, due May 15, 2001 (the "Notes") of
BroadBand Technologies, Inc. ("BroadBand"), and the 2,772,420 shares of Common
Stock, par value $0.01 per share, of BroadBand that are issuable upon conversion
of the Notes, as supplemented by Prospectus Supplements dated October 31, 1996,
December 3, 1996, and January 7, 1997, is hereby supplemented as set forth
below.
1) The information set forth opposite the name of Bankers Trust International,
PLC in the table of Selling Holders on page 28 of the Prospectus is deleted
and the following information, as of a recent date prior to the date of
this Prospectus Supplement, is inserted in lieu thereof: (i) Principal
Amount of Notes Owned and Principal Amount of Notes Offered Hereby of
$5,000,000 and (ii) Common Stock Owned Prior to Offering and Common Stock
Offered Hereby of 120,540.
2) The information set forth opposite the name of Delaware State Employees'
Retirement Fund in the table of Selling Holders on page 29 of the
Prospectus is deleted and the following information, as of a recent date
prior to the date of this Prospectus Supplement, is inserted in lieu
thereof: (i) Principal Amount of Notes Owned and Principal Amount of Notes
Offered Hereby of $1,530,000 and (ii) Common Stock Owned Prior to Offering
and Common Stock Offered Hereby of 36,885.
3) The information set forth opposite the name of Declaration of Trust for the
Defined Benefit Plans of ZENECA Holdings, Inc. in the table of Selling
Holders on page 29 of the Prospectus is deleted and the following
information, as of a recent date prior to the date of this Prospectus
Supplement, is inserted in lieu thereof: (i) Principal Amount of Notes
Owned and Principal Amount of Notes Offered Hereby of $320,000 and (ii)
Common Stock Owned Prior to Offering and Common Stock Offered Hereby of
7,714.
4) The information set forth opposite the name of Thermo Electron Balanced
Investment Fund in the table of Selling Holders on page 29 of the
Prospectus is deleted and the following information, as of a recent date
prior to the date of this Prospectus Supplement, is inserted in lieu
thereof: (i) Principal Amount of Notes Owned and Principal Amount of Notes
Offered Hereby of $550,000 and (ii) Common Stock Owned Prior to Offering
and Common Stock Offered Hereby of 13,259.
5) The information set forth opposite the name of Declaration of Trust for the
Defined Benefit Plans of ICI American Holdings, Inc., in the table of
Selling Holders on page 29 of the Prospectus is deleted and the following
information, as of a recent date prior to the date of this Prospectus
Supplement, is inserted in lieu thereof: (i) Principal Amount of Notes
Owned and Principal Amount of Notes Offered Hereby of $480,000 and (ii)
Common Stock Owned Prior to Offering and Common Stock Offered Hereby of
11,572.
6) The information set forth opposite the name of General Motors Employees
Domestic Group Trust in the table of Selling Holders on page 29 of the
Prospectus is deleted and the following information, as of a recent date
prior to the date of this Prospectus Supplement, is inserted in lieu
thereof: (i) Principal Amount of Notes Owned and Principal Amount of Notes
Offered Hereby of $3,550,000 and (ii) Common Stock Owned Prior to Offering
and Common Stock Offered Hereby of 85,583.
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS FEBRUARY 3, 1997.
