Rule 424(b)(c)
333-14931
THE PANDA PROJECT, INC.
Supplement to Prospectus
October 14, 1997
The Prospectus of The Panda Project, Inc. (the "Company")
dated January 22, 1997 relating to 2,927,849 shares of Common
Stock of the Company is hereby amended as follows:
The first sentence of the fifth paragraph under "Plan of
Distribution" is deleted in its entirety and the following is
inserted in Lieu thereof: "The public offering of the Shares by
the Selling Securityholders will terminate on the earlier of (a)
two years from the date of this Prospectus, or (b) the date on
which all Shares have been sold by the Selling Securityholders."
