Symantec Prospectus Supplement dated 3/27/2002
 

     
Prospectus Supplement #4
(to prospectus dated February 19, 2002)
 
Filed pursuant to Rule 424(b)(3)
Registration No. 333-77072

SYMANTEC CORPORATION

3% Convertible Subordinated Notes Due November 1, 2006 and
Shares of Common Stock Issuable Upon Conversion of the Notes


     This prospectus supplement relates to the resale by the holders of our 3% convertible subordinated notes due November 1, 2006 and the shares of our common stock issuable upon the conversion of the notes. You should read this prospectus supplement in conjunction with the prospectus dated February 19, 2002, which is to be delivered with this prospectus supplement.

     The information in the table appearing under the heading “Selling Holders” in the prospectus is amended by the addition of the information appearing in the table below:

                                 
    Principal                        
    Amount of Notes   Common Stock   Common   Common Stock
    Beneficially   Owned   Stock   Owned After
    Owned and   Prior to the  
  Completion of
Name of Beneficial Owner   Offered   Offering(1)(2)   Offered(2)   the Offering

 
 
 
 
ABN Amro Bank NV
  $ 5,000,000       146,456       146,456        
Alexandra Global Investment Fund 1, Ltd.
    9,000,000       263,620       263,620        
Allstate Insurance Company
    700,000       107,003       20,503       86,500 (3)
Allstate Life Insurance Company
    350,000       96,751       10,251       86,500 (3)
Credit Suisse First Boston Corporation
    4,083,000       119,595       119,595        
Zurich Institutional Benchmarks Master Fund
    3,000,000       87,873       87,873        


(1)   Includes common stock into which the notes are convertible.
(2)   Assumes a conversion ratio of 29.2912 shares per $1,000 principal amount of notes and a cash payment in lieu of any fractional interest.
(3)   Represents 50,100 shares held by Allstate Insurance Company, 3,600 shares held by Allstate New Jersey Insurance Company, 9,800 shares held by Agents Pension Plan and 23,000 shares held by Allstate Retirement Plan.


     Investing in our common stock or the notes involves a high degree of risk. Please carefully consider the “Risk Factors” beginning on page 3 of the prospectus, as well as the “Risk Factors” section included in our recent reports filed with the Securities and Exchange Commission.

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE PROSPECTUS OR THIS PROSPECTUS SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus supplement is March 27, 2002.