<PAGE>
FILED PURSUANT TO RULE 424(b)(3) AND (c)
FILE NUMBER 333-29933
SECOND PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED JULY 23, 1997
1,794,563 SHARES
NETSCAPE COMMUNICATIONS CORPORATION
COMMON STOCK
------------------
This Prospectus Supplement (the "Second Prospectus Supplement") supplements
the Prospectus dated July 23, 1997 (the "Prospectus") and the Prospectus
Supplement dated July 31, 1997 (the "First Prospectus Supplement") of
Netscape Communications Corporation ("Netscape" or the "Company") relating to
the public offering, which is not being underwritten, and sale of up to
1,794,563 shares of Common Stock, par value $0.0001 per share (the "Shares"),
of the Company, which may be offered and sold from time to time by certain
stockholders of the Company or by pledgees, donees, transferees or other
successors in interest that receive such shares as a gift, partnership
distribution or other non-sale related transfer (the "Selling Stockholders").
The Company will receive no part of the proceeds of such sales. All of the
Shares were originally issued by the Company in connection with the Company's
acquisitions of (i) Portola Communications, Inc., a California corporation
("Portola"), by and through a merger of a wholly-owned subsidiary of Netscape
("PCI Sub") with and into Portola and (ii) DigitalStyle Corporation, a
Delaware corporation ("DigitalStyle"), by and through a merger of a
wholly-owned subsidiary of Netscape ("DSC Sub") with and into DigitalStyle.
The "Selling Stockholders" section of the Prospectus is hereby supplemented
to reflect the distribution by New Enterprise Associates VII, Limited
Partnership ("NEA") of 193,500 Shares to its limited partners after the date
of the Prospectus. This Second Prospectus Supplement should be read in
conjunction with the Prospectus and the First Prospectus Supplement, and this
Second Prospectus Supplement is qualified by reference to the Prospectus and
First Prospectus Supplement except to the extent that the information herein
contained supersedes the information contained in the Prospectus. Capitalized
terms used in this Second Prospectus Supplement and not otherwise defined
herein have the meanings specified in the Prospectus.
------------------------
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS JANUARY 21, 1998
<PAGE>
SELLING STOCKHOLDERS
All of the Shares beneficially owned by NEA and reflected in the
Prospectus were distributed to the limited partners of NEA on January 14,
1998. The table of Selling Stockholders in the Prospectus is hereby amended
to reflect such distribution by NEA and supplemented to specifically include
the entities and individuals who received such distribution. The following
table sets forth as of January 15, 1998, the number of Shares owned
beneficially by NEA and the name of each of the entities and individuals of
the Company who received Shares through the distribution by NEA who were not
specifically identified in the Prospectus as Selling Stockholders, and the
number of shares of Common Stock that each such Selling Stockholder
beneficially owns as of such date, the number of shares of Common Stock
beneficially owned by each such Selling Stockholder that may be offered for
sale from time to time by the Prospectus and this Second Prospectus
Supplement, the number of shares of Common Stock to be beneficially owned by
each such Selling Stockholder assuming the sale of all of the Shares offered
by such Selling Stockholders and the percentage of the outstanding shares of
the Company's Common Stock to be beneficially owned by each such Selling
Stockholder after completion of the offering. Except as indicated, none of
such Selling Stockholders has held any position or office or had a material
relationship with the Company or any of its affiliates within the past three
years other than as a result of the ownership of the Company's Common Stock.
Except as set forth in this Second Prospectus Supplement with respect to
NEA and the distribution to its limited partners, there is no change to the
section entitled "Selling Stockholders" in the Prospectus. The Company may
amend or supplement the Prospectus, the First Prospectus Supplement and this
Second Prospectus Supplement from time to time to update the disclosure set
forth therein and herein.
<TABLE>
<CAPTION>
SHARES
SHARES WHICH BENEFICIALLY OWNED
SHARES MAY BE SOLD AFTER OFFERING(3)
BENEFICIALLY PURSUANT TO THIS ------------------
SELLING STOCKHOLDER OWNED (1) PROSPECTUS(2) NUMBER PERCENT
- -------------------- ------------ ---------------- ------ -------
<S> <C> <C> <C> <C>
General Partner:
NEA Partners VII, Limited Partnership 1,868 1,868 -- --
Limited Partners: -- --
Abbott Capital Private Equity Fund, L.P. 623 623 -- --
Richard L. Adams, Jr. 623 623 -- --
AJ Trusts Partnership 125 125 -- --
ALCYON SA 1,246 1,246 -- --
Alexandra R. Alsop 62 62 -- --
Elizabeth W. Alsop 62 62 -- --
Joseph W. Alsop 249 249 -- --
Joseph W. Alsop VII 62 62 -- --
Stewart J O Alsop Trust 93 93 -- --
Trustees of Amherst College 1,246 1,246 -- --
Argyropoulos Investors G.P. 249 249 -- --
Retirement Annuity Plan for Employees
of the Army and Air Force Exchange Service
Trust by Abbott Capital Management L.P.
as Investment Manager 623 623 -- --
Paul Baran or Evelyn Baran, as trustee of the Paul
and Evelyn Baran Trust Agreement of 23 May 1984 623 623 -- --
Bell Atlantic Master Trust (South) 3,115 3,115 -- --
Brinson Partnership Fund, L.P. 312 312 -- --
The 1996 Brinson Partnership Fund Offshore Series
Company Ltd. 491 491 -- --
<PAGE>
<CAPTION>
SHARES
SHARES WHICH BENEFICIALLY OWNED
SHARES MAY BE SOLD AFTER OFFERING(3)
BENEFICIALLY PURSUANT TO THIS ------------------
SELLING STOCKHOLDER OWNED (1) PROSPECTUS(2) NUMBER PERCENT
- -------------------- ------------ ---------------- ------ -------
<S> <C> <C> <C> <C>
Brinson Trust Company as Trustee of The
Brinson Partnership Fund Trust 755 755 -- --
Iceship & Co by State Street Bank & Trust Co.
as Trustee for the Brown & Williamson Tobacco
Master Retirement Trust 623 623 -- --
The Bunting Family II LLC 1,246 1,246 -- --
California State Teachers' Retirement System 24,921 24,921 -- --
Austen S. Cargill II Living Trust 1,246 1,246 -- --
Carleton College, by Abbott Capital Management,
L.P. as Investment Manager 623 623 -- --
Caviapen Trustees Limited as Custodian Trustee for
the Civil Aviation Authority Pension Scheme 623 623 -- --
Chancellor LGT Partnership Fund, LP 3,115 3,115 -- --
The Trustees of the Cheyne Walk Trust 4,673 4,673 -- --
Cornish & Carey Commercial Ventures, LLC 545 545 -- --
Cypress Equity Fund Group Trust, by Abbott Capital
Management, LP as Investment Advisor 527 527 -- --
Cypress Equity Fund LTD, by Abbott Capital
Management, LP as Investment Advisor 720 720 -- --
Dragoo & Co. 374 374 -- --
The Ford Foundation 9,345 9,345 -- --
Mellon Bank, N.A. as Trustee of the General Motors
Corp. Master Trust-Hourly-Rated Employees
Pension Plan, as directed by Brinson Partners, Inc. 8,411 8,411 -- --
Mellon Bank, N.A. as Trustee of the General Motors
Corp. Master Trust-Salaried Employees Non-
Contributory Retirement Plan, as directed by
Brinson Partners, Inc. 935 935 -- --
Goldman Grandchildren 1986 Trust 312 312 -- --
Guayacan Fund of Funds, L.P. by Abbott Capital
Management L.P. as Investment Advisor 1,869 1,869 -- --
Hancock Venture Partners V - Parallel Partnership Fund 890 890 -- --
Hancock Venture Partners V - Partnership Fund, LP 5,340 5,340 -- --
Michael E. Herman Revocable Trust 187 187 -- --
Northern Trust Company as Trustee for the Illinois
Municipal Retirement Fund, by Abbott Capital
Management, L.P.,as Investment Manager 3,115 3,115 -- --
The James Irvine Foundation 3,115 3,115 -- --
JMJ Trusts Partnership 187 187 -- --
Kaatz Family Limited Partnership II 249 249 -- --
Ewing Marion Kauffman Foundation 9,345 9,345 -- --
Kleinwort Benson Holdings Inc. 623 623 -- --
Bernard M. Kramer, M.D., Inc. Profit Sharing Plan 125 125 -- --
Leeway & Co. 16,199 16,199 -- --
<PAGE>
<CAPTION>
SHARES
SHARES WHICH BENEFICIALLY OWNED
SHARES MAY BE SOLD AFTER OFFERING(3)
BENEFICIALLY PURSUANT TO THIS ------------------
SELLING STOCKHOLDER OWNED (1) PROSPECTUS(2) NUMBER PERCENT
- -------------------- ------------ ---------------- ------ -------
<S> <C> <C> <C> <C>
Board of Pensions Commissioners of the City of LA by
Abbott Capital Management, L.P. as Investment Advisor 2,492 2,492 -- --
Merifin Capital N.V. 623 623 -- --
Meyer Memorial Trust 1,246 1,246 -- --
MILAGRO DE LADERA, L.P., A California L/P 312 312 -- --
Mario M. Morino Trust 623 623 -- --
Paul C. Nehra 93 93 -- --
New Mexico State Investment Council as directed by
Brinson Partners, Inc. 935 935 -- --
Bell Atlantic Master Trust (North) 16,199 16,199 -- --
Commonwealth of Pennsylvania State Employees'
Retirement System 18,691 18,691 -- --
Picotte Family Private Fund, LLC 1,246 1,246 -- --
Pratt Street Ventures IX, L.L.C. 1,246 1,246 -- --
The Trustees of The Ronald Family Trust B 1,558 1,558 -- --
NationsBank of Texas N.A. as Trustee for SBC Master
Pension Trust 3,115 3,115 -- --
James M. Schlater 125 125 -- --
John Sidgmore 623 623 -- --
Skytop Associates 218 218 -- --
Standish Ventures IV 623 623 -- --
State Universities Retirement System, as directed by
Brinson Partners, Inc. 623 623 -- --
The Sumitomo Bank, Limited, Cayman Branch 623 623 -- --
Swingyer Partners 159 159 -- --
The Northern Trust Company as Trustee for U.A.
Local 467 Pension Trust 1,246 1,246 -- --
Utah Retirement Systems, by Abbott Capital
Management, as Investment Manager 6,230 6,230 -- --
Venture Capital / Private Equity Fund 623 623 -- --
Virginia Retirement System 16,199 16,199 -- --
The Northern Trust Company as Trustee of The Vulcan
Materials Company Master Pension 1,869 1,869 -- --
Warburg, Pincus Post-Venture Capital Fund, Inc, by
Abbott Capital Management, L.P., as Investment Advisor 623 623 -- --
University of Washington 1,869 1,869 -- --
Board of Trustees of Whitman College 623 623 -- --
Woodbrook MB Limited Partnership 623 623 -- --
Michael D. Zisman 312 312 -- --
</TABLE>
