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FILED UNDER RULE 424(C) OF REGULATION C
SEC FILE NUMBER: 333-40449
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED DECEMBER 3, 1997)
$69,000,000
THE VANTIVE CORPORATION
4.75% CONVERTIBLE SUBORDINATED NOTES DUE 2002
The information in this Prospectus Supplement concerning the Selling
Holders supplements the statement set forth under the caption "Selling Holders"
in the Prospectus. Capitalized items used and not defined herein shall have the
meanings given to them in the Prospectus.
SELLING HOLDERS
The information set forth under the caption "Selling Holders" in the
Prospectus is supplemented as follows:
<TABLE>
<CAPTION>
Number of Shares of Common Stock
--------------------------------
Principal Amount of
Notes Owned and
Selling Stockholder(1) Offered Hereby Beneficially Owned(1)(2) Offered Hereby(2)
- ---------------------- ------------------- ------------------------ -----------------
<S> <C> <C> <C>
Hambrecht & Quist LLC(3) $725,000 17,290 17,290
</TABLE>
- ------------
(1) Information concerning the Selling Holders may change from time to time
and any such changed information will be set forth in supplements to this
Prospectus if and when necessary. In addition, the per share conversion
price, and therefor the number of shares issuable upon conversion of the
Notes, is subject to adjustment under certain circumstances. Accordingly,
the aggregate principal amount of Notes and the number of shares of Common
Stock issuable upon conversion thereof offered hereby may increase or
decrease.
(2) Assumes a conversion price of $41.93 per share, and a cash payment in lieu
of any fractional share interest.
(3) Hambrecht & Quist LLC acted as an Initial Purchaser in the Original
Offering and was a lead underwriter in the Company's 1995 initial public
offering.
The date of this Prospectus Supplement is March 23, 1998.
