Filed pursuant to Rule 424(b)(3)
Registration Statement No. 33-86856
Supplement dated October 30, 1996
to Prospectus dated September 5, 1995
U.S. Robotics Corporation
The following information supplements and amends the Prospectus, dated
September 5, 1995, and supersedes the Supplement to Prospectus, dated
October 2January 23, 1996, of U.S. Robotics Corporation (the "Company")
relating to the offer and sale from time to time by the Selling
Stockholders named therein, or by pledgees, donees, transferees or other
successors in interest to the Selling Stockholders, of shares (the
"Shares") of the Company's common stock, par value $.01 per share (the
"Common Stock"). This Supplement should be read in conjunction with the
Prospectus dated September 5, 1995 . All terms not otherwise defined
herein have the meanings ascribed to them in the Prospectus dated September
5, 1995.
In order to update the information contained in the section entitled
"Selling Stockholders," the following paragraph replaces the first
paragraph contained in such section in the Prospectus dated September 5,
1995:
This Prospectus covers the offer and sale from time to time of
the Shares by Spencer F. Kirk*, the Krispen Charitable Trust, the
SFK Family Foundation, the Bryan Eugene Clarke Charitable Trust,
the Jennifer Clarke Sorensen Charitable Trust, the Colette Clarke
Charitable Trust, the Drew John Clarke Charitable Trust, the James
Nathan Clarke Charitable Trust, the Scott Alan Clarke Charitable
Trust, the David Donald Kirk Charitable Trust, the Kathleen Seare
Kirk Lindsay Charitable Trust, the Preston Fairbanks Kirk
Charitable Trust, the Suzanne Fairbanks Kirk Hawker Charitable
Trust, the Matthew Fairbanks Kirk Charitable Trust, the Annette
Fairbanks Kirk Horman Charitable Trust, Allison Fairbanks Kirk Dale
Charitable Trust, and the Warren Fairbanks Kirk Charitable Trust,
S.C.A. Investment Company, Ltd., Stephen C. Aldous*, Stacy S.
Aldous, the ARA Charitable Trust, David Spafford*, Spring Forth
Investments, Ltd., the Bourne-Spafford Foundation, and the WSW 1995
Exchange Fund, and the Meadowbrook Equity Fund, LLC (the "Selling
Stockholders"), or by pledgees, donees, transferees or other
successors in interest to the Selling Stockholders. As of October
30, 1996, the stock ownership of the Selling Stockholders was as
follows: Spencer F. Kirk owned 256,858 Shares, the SFK Family
Foundation owned 83,000 Shares, the Krispen Charitable Trust owned
60,000 Shares, the Bryan Eugene Clarke Charitable Trust owned
16,000 Shares, the Jennifer Clarke Sorensen Charitable Trust owned
16,000 Shares, the Colette Clarke Charitable Trust owned 16,000
Shares, the Drew John Clarke Charitable Trust owned 16,000 Shares,
the James Nathan Clarke Charitable Trust owned 16,000 Shares, the
Scott Alan Clarke Charitable Trust owned 16,000 Shares, the David
Donald Kirk Charitable Trust owned 12,000 Shares, the Kathleen
Seare Kirk Lindsay Charitable Trust owned 16,000 Shares, the
Preston Fairbanks Kirk Charitable Trust owned 16,000 Shares, the
Suzanne Fairbanks Kirk Hawker Charitable Trust owned 16,000 Shares,
the Matthew Fairbanks Kirk Charitable Trust owned 16,000 Shares,
the Annette Fairbanks Kirk Horman Charitable Trust owned 16,000
Shares, Allison Fairbanks Kirk Dale Charitable Trust owned 16,000
Shares, and the Warren Fairbanks Kirk Charitable Trust owned 16,000
Shares. S.C.A. Investment Company, Ltd. owned 1,516,762 Shares,
Stephen C. Aldous owned 6,243 Shares, Stacy S. Aldous owned 6,243
Shares, the ARA Charitable Trust owned 1,000,000 Shares, Spring
Forth Investments, Ltd. owned 493,122 Shares, the Bourne-Spafford
Foundation owned 2,792 Shares, WSW 1995 Exchange Fund owned 36,400
Shares, Meadowbrook Equity Fund, LLC owned 73,200 Shares. All of
such shares have been registered for sale pursuant to this
Prospectus. Each Selling Stockholder may from time to time offer
all or a portion of his, her or its Shares for sales pursuant to
this Prospectus, subject to the restrictions set forth below. The
number of Shares offered hereby reflects a two-for-one stock split
that was distributed in the form of a stock dividend on or about
May 10, 1996 to all stockholders of record of the Company as of the
close of business on April 25, 1996, and a two-for-one stock split
that was distributed in the form of a stock dividend on or about
September 8, 1995 to all stockholders of record of the Company as
of the close of business on August 25, 1995.
* Spencer F. Kirk has gifted and subsequent to date of this
supplement may gift shares to Kristen C. Kirk, The Krispen
Charitable Trust, the Kirk Foundation, the SFK Family Foundation,
the SFKC Kirk Charitable Remainder Unitrust, the University of
Utah, the Church of Jesus Christ of Latter Day Saints, the Bryan
Eugene Clarke Charitable Trust, the Jennifer Clarke Sorensen
Charitable Trust, the Colette Clarke Charitable Trust, the Drew
John Clarke Charitable Trust, the James Nathan Clarke Charitable
Trust, the Scott Alan Clarke Charitable Trust, the David Donald
Kirk Charitable Trust, the Kathleen Seare Kirk Lindsay Charitable
Trust, the Preston Fairbanks Kirk Charitable Trust, the Suzanne
Fairbanks Kirk Hawker Charitable Trust, the Matthew Fairbanks Kirk
Charitable Trust, the Annette Fairbanks Kirk Horman Charitable
Trust, Allison Fairbanks Kirk Dale Charitable Trust, and the Warren
Fairbanks Kirk Charitable Trust as well as other similar entities
established by Mr. Kirk. The number of Shares being sold by Mr.
Kirk and his various donees represents less than 1% of the
outstanding shares of the Company. Stephen C. Aldous has gifted
and subsequent to the date of this supplement may gift shares to
the ARA Charitable Trust or the Church of Jesus Christ of Latter
Day Saints and may contribute shares to S.C.A. Investment Company,
Ltd. or withdraw 1,000,000 shares from S.C.A. Investment Company,
Ltd. in order to gift shares to the ARA Charitable Trust. or the
Church of Jesus Christ of Latter Day SaThe number of Shares being
sold by Mr. Aldous and his various donees will represent less than
1% of the outstanding shares of the Company. David Spafford has
gifted and subsequent to the date of this supplement may, withdraw
shares from Spring Forth Investments, Ltd., in order to to gift
shares to the Bourne-Waldo Family Limited Partnership, the Hal H.
and Cynthia Bourne Family Limited Partnership, the Bourne-Spafford
Foundation, the Bourne-Spafford Charitable Trust, as well as other
similar entities established by Mr. Spafford, the University of
Utah, and the Church of Jesus Christ of Latter Day Saints. The
number of Shares being sold by Mr. Spafford and his various donees
represents less than 1% of the outstanding shares of the Company.
