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FORM 10-K

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[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2002

OR

[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM ___________ TO  _____________

Commission file number:  000-24009

Com21, Inc.(Exact name of Registrant as Specified in its Charter)



|Delaware                                                       | 94-3201698                             
|-------------------------------------------------------------- | ---------------------------------------
|(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number)

750 Tasman DriveMilpitas, California     95035(Address of Principal Executive Offices including Zip Code)

(408) 953-9100(Registrant's Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

                     Common Stock, $0.001 par value
Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes
[X]       No  [     ]Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [     ]Indicate by check mark whether the registrant is an accelerate filer (as defined in
Rule 12b-2 of the act)   Yes             No   [X]  [     ]As of June 28, 2002, (the last business day of the registrant's most recently completed
second fiscal quarter), the aggregate market value of registrant's common stock, par
value $0.001 per share held by non-affiliates of registrant was approximately $12,461,321.At February 28, 2003, there were 28,394,371 shares of the registrant's
common stock, $0.001 par value, issued and outstanding.DOCUMENTS INCORPORATED BY REFERENCE
Information required by Part III of this Form 10-K is incorporated therein by reference from the Company's definitive Proxy Statement with
respect to its 2002 Annual Meeting of Stockholders to be held on May 15, 2003.

This Form 10-K contains forward-looking statements that have been made under the provisions of the Private
Securities Litigation Reform Act of 1995. These forward-looking statements are not historical facts but rather are
based on current expectations, estimates and projections about our industry, our beliefs, and assumptions. Words
such as "anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates" and variations of these words
and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of
future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our
control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted
in the forward-looking statements. These risks and uncertainties include those described in "Risk Factors" and
elsewhere in this Form 10-K. Readers are cautioned not to place undue reliance on these forward-looking
statements, which reflect our management's view only as of the date of this Form 10-K. We undertake no obligation
to update these statements or publicly release the result of any revisions to the forward-looking statements that we
may make to reflect events or circumstances after the date of this Form 10-K or to reflect the occurrence of
unanticipated events.


Com21, Inc.
                                   FORM 10-K

                      For The Year Ended December 31, 2002

                               TABLE OF CONTENTS

Part I.

PageItem 1.
Business3Item 2.
Properties17Item 3.
Legal Proceedings17Item 4.
Submission of Matters to a Vote of Security Holders18Part II.Item 5.
Market for the Registrant's Common Equity and Related Stockholder Matters19Item 6.
Consolidated Selected Financial Data20Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations21Item 7A.
Quantitative and Qualitative Disclosures About Market Risk29Item 8.
Consolidated Financial Statements and Supplementary Data30Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure57Part III.Item 10.
Directors and Executive Officers of the Registrant57Item 11.
Executive Compensation57Item 12.
Security Ownership of Certain Beneficial Owners and Management57Item 13.
Certain Relationships and Related Transactions57Item 14.
Controls and Procedures57Part IV.Item 15.
Exhibits, Consolidated Financial Statement Schedules, and Reports on Form 8-K57Exhibit Index58Signatures59CEO/CFO Certifications per Section 906 of Sarbanes-Oxley61CEO/CFO Certifications per Section 302 of Sarbanes-Oxley62 - 63PART IITEM 1.  BUSINESSCom21, Inc. is a leading global supplier of system
solutions for the broadband access market.  Our Data Over Cable System Interface
Specification (DOCSIS)-based and Asynchronous Transfer Mode (ATM) products
enable cable operators and service providers to deliver high-speed, cost-
effective Internet and telephony applications to corporate telecommuters, small
businesses, home offices, and residential users. To date, we have shipped over
2.3 million cable modems and over 2,000 headend controllers worldwide.
Com21 was incorporated in Delaware in June 1992.  Our principal executive
offices are located at 750 Tasman Drive, Milpitas, California 95035 and our
telephone number at that address is (408) 953-9100.  Additional information
about the Company is available on our web site at http://www.com21.com.

INDUSTRY OVERVIEW

We believe the broadband industry, which in its most basic form is
identified with an always-on internet connection characterized by data transfer
rates significantly faster than dial-up services, is poised to offer much more
than faster web surfing.  With a significant upgrade to the cable and
telecommunication networks over the past several years, operators are now well
position to utilize the power of broadband networks to deliver much more than
just data. Previously, service providers (both telecommunication and cable
companies) could deliver only one or two out of the three basic service types by
which most communications can be categorized: data, voice, and video.  With
upgraded networks and advanced equipment to service the networks, broadband
service providers are now able to take advantage of the full power of broadband
and deliver all three services over a single unified network.  In the process,
we believe broadband is driving technology innovation and investment, as the
increase in bandwidth is driving the pace of innovation in software
applications, computers, communications equipment, semiconductors, and other
similar devices.

The broadband industry is rapidly moving toward offering data, voice, video
over a single network and still has the opportunity for substantial growth ahead
of it.  As broadband rollout becomes more widespread, we believe these
integrated services will drive an accelerated demand for transmission equipment,
cable and DSL modems, digital set-top boxes, and voice gateways. Of all the
broadcast mediums, we believe in cable given its capability to deliver digital
video, data, voice, and other two-way services such as pay per view, or PPV,
video-on-demand, or VOD, and subscription video-on-demand, or sVOD, all over the
same network.  We believe cable will be the access platform of choice in
carrying out the full service vision of the broadband service providers. In
spite of a challenging macroeconomic environment, cable has continued to be a
steady source of demand for broadband equipment.  If the economy improves, and
acceptance of integrated services accelerates, we believe cable will be a strong
driver of growth for broadband equipment providers focused on equipment to
facilitate digital service delivery from the cable headend to a customer
premise.

COM21 STRATEGY

Building upon the solutions that Com21 has pioneered to date for the cable
data industry, we are focused on delivering system solutions that allow cable
operators to realize the full potential of their digital networks.  As we have
demonstrated with our XB System which is comprised of the
DOXcontrollerTM 1000XB cable modem termination system (CMTS), the
NMAPS XB network management software, and the DOXport® 1110XB
DOCSISTM 1.1 - certified cable modem, as well as our ComUNITY
Access® System, which comprised of the
ComCONTROLLER® line of headends (over 2,000 shipped to date),
ComPORT® modems (over 1.1 million units covering over a million
subscribers worldwide), and network management and provisioning system or NMAPS,
(over 400 copies installed, covering over a million subscribers worldwide), end-
to-end product solutions are a key strength for Com21.  Leveraging on this core
competency, the following are some key elements of Com21's business
strategy:


Continue the roll out of our XB System to our customers with continued
enhancement and evolution of the product line as part of the renewed focus on
providing a complete solution to our customers.  Our first DOCSIS CMTS product,
the DOXcontroller 1000, was announced in 2002 and began revenue shipments in
September 2002.  Not only do we believe this CMTS is a performance leader, we
believe it to be the first CMTS designed from the ground up as a DOCSIS 1.1
compliant CMTS, upgradable to a DOCSIS 2.0 compliant CMTS. In concert with the
CMTS, Com21 also developed a network management platform to leverage the same
user interface, and architecture of the existing NMAPS platform.  Given the role
of network management software in the selection of hardware equipment, Com21
will preserve continuity between ComUNITY and DOCSIS network management
software.  We believe this will continue to facilitate a smooth transition of
Com21's ComUNITY customers to Com21's DOCSIS products.
Concentrate our time on high margin system solutions, and de-emphasize our
modem business.  We intend to pursue system opportunities and offer modems only
as part of an overall technology solution.
Continue to service and protect the substantial installed base of ComUNITY
Access System customers while working with them to migrate their technology to
our XB System.  We do not intend to expand our customer base for ATM products,
rather service our existing customers while working with them in the transition
toward our DOCSIS XB System solution.
Continue development of the Digital Headend suite of digital video products
that was launched during 2002.  The Digital Headend suite facilitates the
continuing transition of cable systems to digital service by enabling services
at a price point significantly below previous technologies. Com21 is now
focusing development on the system's first component, the GigaQAMTM
video QAM synthesizer. GigaQAM is an ultra-dense, low-cost, multiple QAM-RF
(Quadrature Amplitude Modulation-Radio Frequency) modulator with transport
stream multiplexing, DVB-Simulcrypt conditional access encryption, and gigabit
Ethernet inputs.CURRENT YEAR DEVELOPMENTS

During 2002, Com21 introduced our XB System.  The XB System consists of
the CMTS, NMAPS XB (Network Management and Provisioning System), and
DOXportTM family of modems. The XB System combines the
DOXcontroller 1000XB CMTS with the recently enhanced Com21 NMAPS (Network
Management and Provisioning System) capabilities including advanced TDMA support
and superior performance for advanced symmetrical data rate applications. The XB
System provides full support for both DOCSIS and Euro-DOCSIS environments, with
digital receiver technology to deliver ingress noise cancellation and full
spectrum analysis. The complete XB System began shipment during the third
quarter of 2002.

In March 2002, Com21 cancelled all outstanding purchase orders with its two
contract manufacturers. In connection with the cancellation, we signed
promissory notes for existing payables to the vendors and for certain materials
held by the vendors. These notes totaled approximately $22.5 million, bore
interest at an average rate ranging from 8% to 10% and mature in December 2003
and May 2004. The approximate $9.7 million of materials held by the vendors will
likely be of no future use to Com21.  Accordingly, the materials with no future
use were written off during the first quarter of 2002.  Our provision for excess
and obsolete inventory at December 31, 2002 contained provisions for the entire
$9.7 million of materials held by the vendors. In addition to the notes, Com21
granted warrants to the vendors to purchase a total of 350,000 shares of common
stock.  At December 31, 2002, we had $11.5 million outstanding under the notes
payable.

We are currently in default on both of the promissory notes, as we did not
make scheduled payments.  We are seeking to renegotiate the notes with both of
the contract manufacturers and resolve the matter.

During the third quarter of 2002, Com21's board of directors adopted a
stockholder rights plan pursuant to which we distributed one right for each
outstanding share of common stock held by stockholders of record as of August 7,
2002.  The rights plan was put in place to prevent a take-over without first
negotiating with our board of directors.
During 2002, Com21 continued its restructuring programs to reduce operating
expenses.  These programs included workforce reductions and consolidation of
facilities.  As a result of the restructuring efforts, we recorded restructuring
charges of $3.8 million for the year ended December 31, 2002.
Workforce Reduction - The restructuring programs resulted in the reduction of
approximately 60 employees across all business functions and operating units.
Closure of Excess Facilities - In the second quarter 2002, Com21 exited
portions of  facilities in Delft, The Netherlands; and the Ireland development
center in Cork, Ireland.
The programs noted above reduced recurring operating expenditures during 2002
while allowing us to focus our development efforts on our
DOXcontrollerTM XB System.
SEGMENT INFORMATION

For purposes of segment reporting, Com21 aggregates operating segments that
have similar economic characteristics and meet the aggregation criteria of
Statement of Financial Accounting Standards (SFAS) No. 131, "Disclosures about
Segments of an Enterprise and Related Information." Based on such criteria,
there are three operating and reportable segments: DOCSIS Products, ATM
Products, and Voice Products. The DOCSIS Products segment develops,
manufactures, and markets DOCSIS cable modems, CMTS and network management
software.  The ATM Products segment develops, manufactures, and markets the
proprietary cable modems, ATM headend equipment and network management software.
The Voice Products segment, based primarily in Israel, developed, manufactured,
and marketed voice over Internet cable modems, and was sold during 2001.

DOCSIS Segment - The DOCSIS based XB System consists of the
DOXcontrollerTM 1000XB cable modem termination system (CMTS), the
NMAPS XB network management software, and the DOXport® family of
modems.  The market and customers for the segment are similar to the market and
customers for our ATM segment and are discussed in the "Markets" and
"Customers" sections below.

The DOCSIS-based XB System consists of the following
products:
DOXcontrollerTMXB System.The
DOXcontroller XB System comprises a headend (DOXcontroller 1000) and the newly
expanded version of the popular NMAPS.  Previously available only for the
ComUNITY Access System, the updated NMAPS 5.0 now supports DOCSIS systems, as
well.  The one-rack unit high (1-3/4") headend offers full DOCSIS features with
advanced time division multiple access, or TDMA support, for advanced
symmetrical data rate applications.  The DOXcontroller 1000 provides full
upstream support for both DOCSIS and EuroDOCSIS environments, with user-
configurable upstream channel bandwidth allocation and load balancing.
The easy-to-use NMAPS 5.0 includes a standard command-line interface, plus
the ability to remotely configure and monitor the DOXcontroller 1000 through a
web browser.  Full-featured, NMAPS 5.0 provides tiered services and virtual
local area network, or VLAN support, as well as fault and performance management
tools.  The network management system's familiar interface provides a seamless
transition for current ComUNITY Access System users, minimizing the need for
training.
DOXport 1110XB and 1112XB.  The DOXport 1110XB and DOXport 1112XB are DOCSIS
1.1 compliant cable modems that combine the cost-effective Broadcom 3345 chip
with our leading edge firmware (DOXcoreTM)to be a
fast and efficient solution for the DOCSIS market.  The DOXport 1110XB received
CableLabs' certified status for both DOCSIS 1.0 and DOCSIS 1.1 in July
2002.Com21 currently has under development the following DOCSIS-
based products:
DOXport 1110XB2 and DOXport 1112XB2. The DOXport 1110XB2 and DOXport 1112XB2
are being developed to be DOCSIS 1.1 and 2.0 compliant and EuroDOCSIS 1.1 and
2.0 compliant cable modems that utilize the cost-effective Broadcom 3348 chip.
The DOXport 1110XB2 received CableLabs' certified status for DOCSIS 1.1 in
December 2002.  Com21 will also be offering Voice Over IP (VoIP) versions of
both modems to support PacketCable's Media Gateway Control Protocol (MGCP) in
2003.
DOXswitchTMXB.The DOXswitch 1000XB
boost system availability by allowing quick switchover of the RF fee network
from a normal CMTS to a standby CMTS.  Separate downstream and upstream signal
paths are provided to allow operation in any data-over-cable environment, even
those that use multiple upstream channels at the same frequency.  The switch
supports up to nine CMTSs - up to eight for normal operation plus an additional
unit as a spare.  Although designed to work with the DOXcontroller 1000XB, the
switch can be used with other DOCSIS CMTSs.
DOXmonitorTMXB.  This unit consists of
individual monitors for each downstream signal to constantly validate the
quality of received downstream signal.  If the monitoring unit detects that the
signal quality is impaired, it can alert the operator and initiate an automatic
transfer of the RF paths to a standby CMTS if configured to do so by the
operator.ATM Segment - The ATM-based ComUNITY Access®
System is an end-to-end system solution including our headend, cable modem, and
management software, all based on our proprietary technology.  The market and
customers for the segment are similar to the market and customers for our DOCSIS
segment and are discussed in the "Markets" and "Customers"
sections below.

The ATM-based ComUNITY Access System consists of the following products:
ComCONTROLLER Headend Switches. The ComCONTROLLER controls the
flow of data communications between the ComPORT modem at a subscriber's site and
an external network, such as the Internet or a corporate network.

ComPORT Cable Modems (CP1080). The ComPORT cable modem sends
and receives data from the subscriber's site over coaxial cable, cost-
effectively providing high-speed connectivity. The ComPORT modem uses an
Ethernet interface and connects to the personal computer's Ethernet card or an
Ethernet hub.

Network Management and Provisioning System. The Network
Management and Provisioning System is a network management software package that
facilitates subscriber provisioning, fault isolation, network configuration,
field inventory, auto-discovery and system performance for the ComUNITY Access
System. NMAPS provides for remote monitoring, remote modem software upgrade, and
has a graphical user interface.Com21 currently has under development the following digital video
products:
Digital Headend suite of digital video products. Com21 has
begun the development of the Digital Headend suite of digital video products.
The Digital Headend suite facilitates the continuing transition of cable systems
to digital service by enabling services at a price point significantly below
previous technologies.  Com21 is now readying the system's first component, the
GigaQAM(TM) video QAM synthesizer, in a design strengthened by
functional and architectural feedback from cable operators in North America,
Europe and Asia. GigaQAM is an ultra-dense, low-cost, multiple QAM-RF
(Quadrature Amplitude Modulation-Radio Frequency) modulator with transport
stream multiplexing, DVB-Simulcrypt conditional access encryption, and gigabit
Ethernet inputs.CUSTOMERS

In North America, we generally sell directly to cable operators.
Internationally, we sell primarily to system integrators, who in turn sell to
cable operators.  In 2000, 2001 and 2002 revenues attributable to international
customers constituted 67%, 77% and 68%, respectively.

The top ten percent customers in 2000, 2001 and 2002 are as follow: in 2000,
revenues attributable to Siemens, Telindus, and Comcast Communications accounted
for 12%, 11%, and 10% respectively.  In 2001, revenues attributable to Telindus
and Comcast Communications accounted for 25% and 10% of net revenues,
respectively.  In 2002, revenues attributable to Telindus, Adelphia
Communication and Siemens accounted for 23%, 12% and 11% of net revenues,
respectively.

MARKETS

Com21's products enable cable operators to serve three primary end-user
markets, each of which has varying speed, service and pricing requirements.

Residential consumer Internet users. Residential consumer
Internet users generally only require a connection to their Internet service
provider, or ISP, without the same level of security and reliability required by
business and small office/home office, or SOHO users. Frequent users desire
high-speed access to the Internet for Web browsing, gaming and downloading of
multimedia applications and files.

Corporate telecommuter and remote office users. Corporate
telecommuters and remote office business users need available, high-speed access
to corporate intranets and corporate local area networks, or LANs. These users
also must interconnect the LANs among their various offices. Such offices may be
collocated or widely dispersed. Connections to a central telephone Private
Branch Exchange, or PBX, rapid two-way transfer of large data files, desktop
video conferencing, security, and reliability exemplify the services that
business users may require.

Small office/home office, or SOHO users. SOHO users
increasingly find the Internet an efficient means of communicating and
processing transactions with customers and suppliers. Com21 believes these
businesses require high speed Internet access that is reliable and always
available. SOHO users may have a local area network to connect to cable modem
services, and may require routing in order to connect multiple terminals. These
businesses may also require desktop video conferencing capability, and
connectivity with other businesses.

MANUFACTURING

Com21 tests and assembles its ComCONTROLLER headend equipment in its
Milpitas, California facility. We outsource printed circuit board assemblies on
a turnkey basis and perform final integration and burn-in at our Milpitas
facility. We configure the headend equipment and the network management and
provisioning software prior to customer shipment.

Com21 outsources the entire production of our DOXcontroller XB CMTS to a
contract manufacturer in the United Kingdom.  Com21 supplies the contract
manufacturer with all raw materials necessary to build the DOXcontroller XB
CMTS.

Com21 outsources turnkey manufacturing of our cable modems to contract
manufacturers with facilities in Mexico and Taiwan.  With these contract
manufacturers, we have developed and implemented a series of product test
methodologies, quality standards, and process control parameters. We believe
that employing turnkey manufacturers enables us to meet anticipated
manufacturing needs and reduces the cost of product procurement.

We believe our current manufacturing capabilities can accommodate our
requirements through the end of 2003. Warranty and repair support is performed
at third party repair facilities in Europe and on site at Com21's facility in
the United States. Com21 received ISO 9001 certification in December 1998 and
continues to maintain its certification.

MARKETING AND SALES

Marketing.  Domestically, we have targeted our marketing efforts
primarily at cable operators.  We seek to work with local cable operators to
promote Com21's products and accelerate cable modem service penetration.
Internationally, we have focused our marketing efforts on supporting our systems
integration partners' marketing programs.

Sales.As of
December 31, 2002, we have a sales force of 18 people located in Europe, Asia,
Latin America and the United States. Currently, Com21 sells its products in
North America primarily through direct sales to cable operators. Overseas, we
sell our products primarily to systems integrators, who resell our products to
cable operators. Com21's three largest systems integrators are France Telecom,
Telindus and Siemens, all of whom have a strong presence in many international
markets. Our systems integrators have established customer bases and
relationships with cable operators. These relationships allow us to market
within each region by selling locally into their respective markets, and the
local presence of the systems integrators bridges cultural and communication
gaps.

RESEARCH AND DEVELOPMENT

We have focused our research and development efforts to prioritize
initiatives around high-growth areas of the business and with a focus on profit
contribution.  We rely on our research and development programs for the
development of new products and improvement of existing products in line with
our goal of maximizing profit contribution.

Our research and development expenditures were $46.9 million in 2000, $22.6
million in 2001, and $11.2 million in 2002. Research and development expenses
primarily consist of salaries and related costs of employees and consultants
engaged in ongoing research, design and development of our products and
technology. As of December 31, 2002, Com21 had a team of 53 engineers with
expertise in digital electronics design, encryption, radio frequency modulation
and demodulation, networking, embedded software, and network management.  The
engineers are located in development centers in Milpitas, California and Cork,
Ireland.

CUSTOMER SERVICE AND TECHNICAL SUPPORT

We believe that successful long-term relationships with our customers require
a service organization committed to customer satisfaction. As of December 31,
2002, Com21 had 9 technical support employees.

In North America, Com21 provides direct support by telephone and at the
customers' locations. Com21 has the ability to supply support 24 hours a day,
seven days a week. Internationally, systems integrators provide first level
support, and Com21 provides second level support. Com21 maintains a customer
call tracking system that captures and monitors service activities.

COMPETITION

The markets for Com21's products are intensely competitive, rapidly evolving,
and subject to rapid technological change. The principal competitive factors in
these markets are likely to include product performance and features,
reliability, technical support and service, relationships with cable operators
and systems integrators, compliance with industry standards, interoperability
with the products of other suppliers, sales and distribution capabilities,
strength of brand name, price, long-term cost of ownership to cable operators,
and general industry and economic conditions. Com21's current and potential
competitors include Motorola, Scientific-Atlanta, Inc., Toshiba America, Inc.,
Thomson, Samsung Electronics Company, Terayon Communication Systems, and Cisco
Systems, Inc.
BACKLOG

Our backlog on February 28, 2003 was approximately $1.5 million compared with
an approximate backlog of $7.6 million at February 28, 2002.  We only include in
our backlog orders that have been confirmed with a purchase order for products
to be shipped to customers with approved credit status.  Because delivery
schedules are always subject to change, and orders are subject to being
cancelled, we do not believe that our backlog, as of any particular date, is
necessarily indicative of actual net sales for any future period.
INTELLECTUAL PROPERTY

Com21 relies on a combination of patent, copyright and trademark laws, and on
trade secrets, confidentiality provisions and other contractual provisions to
protect our proprietary rights. These measures afford only limited protection.
Com21 currently has sixteen issued U.S. patents and several pending patent
applications.
EMPLOYEES

As of December 31, 2002, Com21 had 113 full-time employees. Of the total
number of employees, 53 were in research and development, 12 in marketing and
technical support, 11 in operations, 18 in sales, and 19 in administration.
Com21's employees are not represented by any collective bargaining agreement
with respect to their employment by Com21, and Com21 has never experienced an
organized work stoppage.  Com21 has a continuing payment of salary agreement for
certain employee and two executives of the company in the event of change in control.
WEBSITE

Com21's website address is http://www.com21.com. Com21 makes available
free of charge on or through its website its annual report on Form 10-K,
quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments
to those reports as soon as reasonably practicable after such material is
electronically filed with or furnished to the Securities and Exchange
Commission.
RISK FACTORS
We wish to caution the reader that the following important business risks
and factors, and those business risks and factors described elsewhere in this
report or our other Securities and Exchange Commission filings, could cause our
actual results to differ materially from those stated in the forward-looking
statements.
Com21 may be unable to obtain additional capital needed to
operate our business.
Cumulative operating losses, current negative cash flows,  defaults with
respect to our debt obligations and our current balance of unrestricted cash and
short term investments create substantial doubt about Com21's ability to
continue as a going concern.  Com21 has implemented, and is continuing to
pursue, aggressive cost cutting programs in order to preserve available cash.
As previously announced, we are also currently evaluating alternative forms of
financing.  These alternatives may include the sale of equity, sale of debt
instruments, and the divestiture of certain business assets.  Current market
conditions present uncertainty as to our ability to secure the necessary
financing needed to reach profitability and there can be no assurances as to the
availability of additional financing, the terms of such financing if it is
available, or as to our ability to achieve a level of sales to support Com21's
cost structure.  As of December 31, 2002, our cash, cash equivalents and short-
term investments were $4.5 million.  As of February 28, 2003, Com21's
unrestricted cash and short-term investments totaled $4.1 million, a decrease of
$0.4 million over the first two months of 2003.  If we are unable to secure
additional financing, we anticipate that our cash will continue to decrease at a
pace similar to that of the first two months of 2003, and as such we do not
expect to be able to meet our obligations throughout the entirety of 2003.

At December 31, 2002, we had an accumulated deficit of approximately $279.4
million.  If we do not increase revenues, improve gross margins, and reduce
operating expenses, we may also incur net losses during future quarters.
Because of a decline in our revenues in the fourth quarter of 2000, we
introduced measures to reduce operating expenses that resulted in restructuring
charges of $69.3 million in the year ended December 31, 2001.   In 2002, we had
additional work force reductions and consolidated additional excess facilities
resulting in restructuring charges of $3.8 million. Any subsequent actions may
result in additional workforce reductions, restructuring charges,
discontinuation of product lines, and provisions for impairment of long-lived
assets, which could harm our financial position, results of operations and stock
price.

We are currently in default of our debt obligations and our lenders have the
right to demand accelerated payment of borrowings.We were
delisted from the Nasdaq SmallCap Market, which may affect the trading price of
our common stock.As of February 21, 2003, our common stock trades on the Over the Counter
Bulletin Board. This is generally considered a less efficient market, and our
stock price, as well as the liquidity of our common stock, may be adversely
affected as a result.

We may not be able to
continue to maintain the trading of our stock on the OTC Bulletin Board, which
in 2003 will implement listing standards and an application approval requirement
to transition to the new Bulletin Board Exchange (BBX) trading system. The
BBX trading system will also require listing fees. Even if our stock continues
to be traded on the OTC Bulletin Board or the BBX, many stocks traded on the OTC
Bulletin Board have experienced extreme price and trading volume fluctuations.
These fluctuations are often unrelated or disproportionate to the operating
performance of individual companies. Our stock price may be materially affected
by such fluctuations, regardless of our operating results. Additionally, many
common stocks traded on the OTC Bulletin Board are thinly traded, such as our
common stock, which would make it difficult to sell our stock. If we are not
eligible to list our common stock for trading on the BBX, our stock will then be
traded on the Pink Sheets, which would likely make our stock more difficult to
trade and subject to greater price volatility than if it were traded on the OTC
Bulletin Board.

Com21's revenues in one or more future periods are likely to fluctuate
significantly and may fail to meet or exceed the expectations of securities
analysts or investors.
Com21's operating results are likely to fluctuate significantly in the
future on a quarterly and an annual basis due to a number of factors, many of
which are outside Com21's control.  Supply of components, delays in getting new
products into high volume manufacturing, and manufacturing or testing
constraints could result in delays in the delivery of products and impact
revenues and gross margins.
Revenues for any future quarter are difficult to predict.  Delays in the
product distribution schedule of one or more of our cable operator customers
would likely reduce our operating results for a particular period.  Concerns by
our customers over our financial position may cause our customer not to purchase
products from us.
Factors that could cause our revenues to fluctuate include:

pressure to reduce prices;
variations in the timing of orders and shipments of our products;
variations in the size of orders by our customers;
new product introductions by us or by competitors;
delays in obtaining certification for our standards-based products;
general economic conditions and economic conditions specific to the cable
and electronic data transmission industries;
cable operators' financial stability; and
delays in obtaining regulatory approvals necessary to sell our
products.
Com21's gross margin in one or more future periods is likely to fluctuate
significantly and may cause operating results to fall below the expectations of
analysts and investors.
Our operating results are impacted significantly by our ability to
improve and sustain gross margins.  The factors which impact gross margins and
cause them to fluctuate from quarter to quarter include:

volume sales of our XB System which have a higher margin than our modem
products;
pressures to reduce prices;
write-off of excess inventory;
changes in the cost of inventory;
the sales mix within a product group, especially between proprietary ATM and
standards-based DOCSIS modems;
component prices we secure from our vendors;
the average selling prices of our products;
the effectiveness of our cost reduction efforts;
the sales mix between our headend equipment and cable modems;
the ability of the new contract manufacturers to produce quality products;
and
the volume of products manufactured.A reduction in gross margins would harm our operating results and reduce the
amount of cash flow generated from our operations.  Additionally, if operating
results did not satisfy the expectations of analysts or investors, the trading
price of our common stock would likely decline.Fluctuation in our stock price could impact our relationships with
existing customers and discourage potential customers from doing business with
us.Fluctuations in our stock price could lead to a loss of revenues due to our
inability to engage new customers and vendors and to renew contracts with our
current customers and vendors. Existing and potential customers and vendors may
perceive our fluctuating stock price as a sign of instability and may be
unwilling to do business with us. If this were to continue to occur, our
business, results of operations and financial condition could be harmed.

Com21 is exposed to general economic and market
conditions
Our business is subject to the effects of general economic conditions in
the United States and globally, and, in particular, market conditions in the
communications and networking industries.  In recent quarters, our operating
results have been adversely affected by unfavorable economic conditions and
reduced capital spending in the United States, Europe and Asia.  In particular,
sales to North America, and the manufacturing industry in the United States were
materially affected during fiscal 2001 and 2002.  If the economic conditions in
the United States and globally do not improve, or if we experience a worsening
in the global economic slowdown, we may continue to experience negative impacts
on our business, operating results, and financial condition.
We may not be able to produce sufficient quantities of our products because
we depend on third-party manufacturers, their suppliers and original equipment
manufacturers and have limited manufacturing experience.
We contract for the manufacture of cable modems and integrated circuit
boards on a turnkey basis.  Our future success will depend, in significant part,
on our ability to have others manufacture our products cost-effectively, and in
sufficient volumes to meet production and delivery schedules.  Dependence on
third-party manufacturers presents a number of risks, including:

the contract manufacturer may not provide sufficient payment terms and /or
may lower available credit limits;
failure of our contract manufacturer to meet delivery schedules;
the contract manufacturer may not build products which meet our quality
standards;
the contract manufacturer may produce less than satisfactory manufacturing
yields and costs;
the contract manufacturer may not be able to build product in sufficient
quantity to meet our demand;
difficulty in planning mix of units to be produced by us; and
the potential misappropriation of our intellectual property if the
manufacturer were to market our products as its own.Any manufacturing disruption could impair our ability to fulfill orders. We
are dependent on our manufacturers to secure components at favorable prices, and
in sufficient volume.  If our contract manufacturers fail to perform in any of
these areas, it could harm our relationships with customers.  Failure to obtain
these components and supply our customers with our products would decrease our
revenues.

We have adopted a stockholder rights plan, which, together
with provisions in our charter documents and Delaware law, may delay or prevent
an acquisition of us, which could decrease the value of our stock.
Our board of directors recently adopted a stockholder rights plan
pursuant to which we distributed one right for each outstanding share of common
stock held by stockholders of record as of August 7, 2002.  Because the rights
may substantially dilute the stock ownership of a person or group attempting a
take-over of us without the approval of our board of directors, the plan could
make it more difficult for a third party to acquire us, or a significant
percentage of our outstanding capital stock, without first negotiating with our
board of directors.
Further, provisions of our certificate of incorporation and our bylaws could
make it more difficult for a third party to acquire control of us in a
transaction not approved by our board of directors.  For example, our board of
directors has the authority to issue preferred stock and to determine the price,
rights, preferences, privileges and restrictions, including voting and
conversion rights, of those shares without any further vote or action by the
stockholders.  The issuance of preferred stock could have the effect of
delaying, deterring or preventing an unsolicited take over of us, or could make
it more difficult for holders of our common stock to effect certain corporate
actions, including the replacement of incumbent directors and the completion of
transactions opposed by the incumbent board of directors.  The rights of the
holders of our common stock would be subject to, and may be adversely affected
by, the rights of the holders of any preferred stock that may be issued in the
future.  In addition, we are subject to the anti-takeover provisions of Section
203 of the Delaware General Corporation Law, which could also have the effect of
delaying or preventing our acquisition by a third party.
Our future success will depend in part upon our ability to enhance our
existing products and to develop and introduce, on a timely basis, new products
and features that meet changing customer requirements and emerging industry
standards.
The market for cable modem systems and products is characterized by
rapidly changing technologies and short product life cycles. Our future success
will depend in large part upon our ability to:

identify and respond to emerging technological trends in the market;
develop and maintain competitive products;
enhance our products by adding innovative features that differentiate our
products from those of competitors;
bring products to market on a timely basis at competitive prices; and
respond effectively to new technological changes or new product
announcements by others.The technological innovations required for us to remain competitive are
inherently complex, require long development cycles, are dependent in some cases
on sole source suppliers and require us, in some cases, to license technology
from others.  If our product development and enhancements take longer than
planned, the availability of products would be delayed. We must continue to
invest in research and development to attempt to maintain and enhance our
existing technologies and products, but we may not have the funds available to
do so. Even if we have sufficient funds, these investments may not serve the
needs of our customers or be compatible with changing technological requirements
or standards. Most costs must be incurred before we can determine the
technological feasibility or commercial viability. In addition, revenues from
future products or product enhancements may not be sufficient to recover the
development costs incurred by these products or enhancements.
We may not be successful in managing the transition from our current products
to our new and enhanced products.  Product transitions contain a number of
inherent risks, including obsolescence of product inventory, unavailability of
product as inventory of existing product is exhausted before availability of new
product, market acceptance of new products, undetected defects in new products,
and availability of components and parts in new products. If we are unable to
successfully manage the risks of the release and transition of new and enhanced
products, our revenues could be reduced.
Com21 has a short operating history, has not made a profit, and may incur
losses in the future.
We have not made a profit, and in order to achieve and subsequently
maintain profitable operations, we must successfully design, develop, test,
manufacture, introduce, market and distribute products on a broad commercial
basis and secure higher revenues and gross profits and contain our operating
expenses. Our future revenues will depend on a number of factors, many of which
are beyond our control. These factors include our ability to:

reduce prices;
manufacture products at acceptable quality standards;
have product available when our customers need it;
meet industry standards;
respond to technological change; and
have a strong competitive advantage.Due to these factors, we cannot forecast with a degree of accuracy what our
revenues will be or how quickly cable operators will adopt our systems and buy
our cable modems. If we do not generate sufficient revenues and gross margins,
we may not achieve, or be able to sustain, profitability.
Com21's customer base is concentrated and the loss of one or more of our
customers could cause our business to suffer.
A relatively small number of customers have accounted for a large part of
our revenues, and we expect that this trend will continue. For the year ended
2002, our top five customers accounted for 56% of total revenues.  We expect
that our largest customers in the future could be different from our largest
customers today due to a variety of factors, including customers' distribution
schedules and budget considerations. Additionally, some of our systems
integrators could develop and manufacture products that compete with our
products and choose not to distribute our products. Because a limited number of
companies account for a majority of our prospective customers, our future
success will depend upon our ability to establish and maintain relationships
with these companies. We may not be able to retain our current accounts or to
obtain additional accounts. Both in the U.S. and internationally, a substantial
majority of households passed by cable access are served by a relatively small
number of cable operators. The loss of one or more of our customers or our
inability to successfully develop relationships with other significant cable
operators could cause our business to suffer.

The market in which we sell our products is characterized by many
competing technologies, and the technology on which our product is based may not
compete effectively against other technologies.
There are many different methods of getting high speed Internet access to
the end customers.  These methods include:

Regular dial up connection-using a telephone line and the average 28.8K or
56K modem;
Digital subscriber line/asymmetric digital subscriber line-a digital high-
speed modem connection offered by telephone companies, also known as DSL or
ADSL;
Cable modems-high-speed modem connections offered by cable television
companies;
Wireless-high-speed wireless local loop connections that work similarly to
cell phones. Digital subscriber line/asymmetric digital subscriber line and
cable modems can operate in a wireless environment; and
Fiber optics-strands of very pure glass capable of carrying enormous volumes
of data and voice traffic.Because of the widespread reach of telephone networks and the financial
resources of telephone companies, competition from telephone-based solutions is
expected to be intense. Cable modem technology may not be able to compete
effectively against wireline or wireless technologies. Significant market
acceptance of alternative solutions for high-speed data transmission could
decrease the demand for our products if these alternatives are viewed as
providing faster access, greater reliability, increased cost-effectiveness, or
other advantages.

Com21's market is highly competitive and has many established
competitors.
The market for Com21's products is intensely competitive, rapidly
evolving and subject to rapid technological change. Our competitors include
Motorola, Inc., Scientific-Atlanta, Inc., Toshiba America, Inc., Thomson,
Samsung Electronics Company, Terayon Communication Systems, and Cisco Systems,
Inc.
We believe that our business is affected by the following competitive
factors:


costs;
ease of installation;
technical support and service;
breadth of product line;
conformity to industry standards; and
implementation of additional product features and enhancements.Many of our existing and potential competitors have been operating longer,
have better name recognition, more established business relationships, and
significantly greater financial, technical, marketing and distribution resources
than we do. These competitors may undertake more extensive marketing campaigns,
adopt more aggressive pricing policies, undertake more vendor financing programs
or longer customer payment cycles and devote substantially more resources to
developing new or enhanced products than we do.  Some competitors may sell their
modems below cost to reduce excess inventories, causing severe price
competition.

Supply of our products may be limited by our ability to forecast demand
accurately.
Our customers have increasingly been requiring us to ship product upon
ordering instead of submitting purchase orders in advance of expected shipment
dates.  This practice requires us to keep inventory on hand for immediate
shipment. Any significant cancellations or deferrals could adversely affect our
business by slowing our growth and decreasing our revenues. Additionally,
cancellations or deferrals could cause us to hold excess inventory, which could
reduce our profit margins and restrict our ability to fund our operations. In
particular, increases in inventory could cause a harmful effect on operations if
this inventory is not used or becomes obsolete.  This risk could result in
inventory write-offs in any given period.
We may be subject to product returns and product liability claims due to
defects in our products.
Our products are complex and may contain undetected defects, errors,
design deficiencies, or may have been manufactured incorrectly.  Our products
have contained errors in the past and may contain errors in the future.
Defects, errors, or failures in our products could result in delayed shipments,
returned products, and loss or delay of market acceptance of our products.  We
could incur costs or losses in excess of accrued warranty amounts. Although we
have not experienced any product liability claims, due to the highly technical
nature of our products, such a risk exists. A successful product liability claim
brought against us could impair our business, operating results, and financial
condition by forcing us to use cash and personnel resources.  This would limit
our ability to grow the company and would decrease our revenues.
Com21 may not be successful in attracting and retaining key personnel and
management.
Our success has always depended on our ability to attract and retain
highly skilled technical, managerial, sales, and marketing personnel. In spite
of the economic slowdown, competition for these personnel is intense, especially
in the Silicon Valley area of Northern California. We must retain and attract
high caliber personnel. Competitors and others have in the past and may in the
future attempt to recruit Com21's employees. We do not have employment contracts
with any of our key personnel with exception to a continuing payment of salary
agreement for certain employee and two executives of the company in the event of change in
control.  Volatility or lack of positive performance in our stock price may also
adversely affect our ability to retain key employees, all of whom have been
granted stock options. We do not maintain key person life insurance on key
personnel.  The loss of services of any of our key personnel, the inability to
retain and attract qualified personnel in the future, or delays in hiring
required personnel, particularly engineers and sales personnel, could make it
difficult to meet key objectives, such as timely product introductions.

Competition for these personnel is intense; however, there is less
competition for these skilled workers in other countries.  In September 2001, we
completed the transfer of the research and development, product management, and
marketing functions for the proprietary ComUNITY Access System product line to
our facility in Cork, Ireland.  We made this transition to take advantage of the
greater availability of qualified personnel in Cork to support this product
line.  However, the loss of any key Cork employee with technical, marketing or
support knowledge may affect our ability to provide timely development and
support activities for the ComUNITY Access System product line.
We may be subject to additional credit risk in the form of trade accounts
receivable.
Our standard credit terms are net 30 days from the date of shipment, and
we generally do not require collateral or other security to support customer
receivables.  Starting with third quarter 2001, we offered certain customers a
2% discount for payment received within 10 days of the invoice date.  We may
require letters of credit from a customer before shipping an order if we
determine that the customer has not proven to be creditworthy.
Com21 may be charged for excess inventory held or on order with contract
manufacturers, which would reduce our gross profit.
We rely on contract manufacturers for the production of our products.
Contract manufacturers generally require revenue forecasts in order to manage
component inventories to meet customer demand.  Accordingly, our contract
manufacturers may order substantial amounts of inventory to meet our revenue
forecasts.  If our future shipments do not utilize the committed inventory,
these contract manufacturers would have the right to charge us for inventory
carrying costs and to bill us for any excess component and finished goods
inventory. We would be required to fulfill these obligations even if demand for
our products were lower than we anticipate, which could reduce our working
capital and have a negative impact on our financial position.
Our standards-based products are subject to evolving industry standards.
If our products do not comply with any standard that achieves market acceptance,
customers may refuse to purchase our products.
Early cable modem equipment was not interoperable, meaning cable modem
products from different cable modem developers would not work together.  For
different companies' products to work together, each company must meet an
established standard.  For each standard, a certification body is established to
certify that a product meets the standard.  Cable operators are demanding
certified standards-based cable modem products for two primary reasons.  First,
a certified product has proven to have the functionality they want.  Second,
certified interoperable products give cable operators the freedom to buy
products from a variety of cable modem manufacturers, creating increased
competition and driving down prices.
The DOCSIS and Euro DOCSIS standard have achieved substantial market
acceptance. Cable Television Laboratories, or CableLabs, performs certification
for both the DOCSIS and Euro DOCSIS standard.  The DOCSIS standards are evolving
standards and become more complex and more difficult to comply with as they
evolve.  As we continue to enhance and develop our DOCSIS and Euro DOCSIS
products to meet the evolving standards, we may incur additional costs.
Additionally, we cannot assure you that enhancements or new DOCSIS products will
be certified.  Even if these products are certified, we cannot assure you that
they will be accepted by the market. The development of new competing
technologies and standards increases the risk that current or new competitors
could develop products that would reduce the competitiveness of our products. If
any of these new technologies or standards achieve widespread market acceptance,
any failure by us to develop new products or enhancements, or to address these
new technologies or standards, could harm our business.
New products and services may present additional and unanticipated risks.

As we research and introduce new products and services such as the
DOXcontroller XBTM System, we may encounter risks not present in our
current business. We must anticipate and manage these risks, which may include
new regulations, competition, technological requirements and our own ability to
deliver or maintain reliable services to our customers or partners. Failure to
do so may result in unrecovered costs, loss of market share, or adverse
publicity.

We rely on indirect distribution channels for our products and need to
develop additional distribution channels.
Today, cable operators and systems integrators purchase cable modems from
vendors through direct and indirect sales channels.  We anticipate that the
North American cable modem market may at some point shift to a consumer purchase
model. If this occurs, we will likely sell more of our cable modems directly
through consumer sales channels. Our success will be dependent on our ability to
market effectively to end users, to establish brand awareness, to set up the
required channels of distribution and to have cable operators' reference sell
our products. We have begun to establish new distribution channels for our cable
modems. We may not have the capital required or the necessary personnel or
expertise to develop these distribution channels, which could harm our business,
operating results, and financial condition. As large consumer electronics
companies enter the cable modem market, their well-established retail
distribution capabilities and brands would provide them with a significant
competitive advantage.
If we fail to adequately protect our proprietary rights we may be unable
to successfully compete in our industry.

We depend on our proprietary technology.  To protect our intellectual
property rights we rely on a combination of patent, copyright and trademark
laws, and trade secrets, confidentiality provisions and contractual provisions
to protect our proprietary rights. However, any of our intellectual proprietary
rights could be challenged by third parties. Our means of protecting our
proprietary rights in the U.S. or abroad may not be adequate.  An unauthorized
party may attempt to copy aspects of our products or to obtain and use trade
secrets or other proprietary information. Additionally, the laws of some foreign
countries do not protect Com21's proprietary rights as fully as do the laws of
the U.S. Issued patents may not preserve Com21's proprietary position. Even if
they do, competitors or others may develop technologies similar to or superior
to those of Com21. If we do not enforce and protect our intellectual property,
our business will be harmed.
Our products may infringe on the intellectual property rights of third
parties that may result in lawsuits and prohibit us from selling our
products.
Third parties may claim that we are infringing on their intellectual
property.  Even if we do not believe that our products are infringing third
parties' intellectual property rights, these claims can be time-consuming,
costly to defend, and divert management's attention and resources away from our
business.  Claims of intellectual property infringement might also require us to
enter into costly royalty or license agreements.  If we cannot or do not license
the infringed technology or substitute similar technology from another source,
our business could suffer.  We may initiate claims or litigation against third
parties for infringement of our proprietary rights or to establish the validity
of our proprietary rights.  Litigation to determine the validity of any claims,
whether or not the litigation is resolved in our favor, could result in
significant expense to us and divert the efforts of our technical and management
personnel from productive tasks.  If there is an adverse ruling against us in
any litigation, we may be required to pay substantial damages, discontinue the
use and sale of infringing products, expend significant resources to develop
non-infringing technology, or obtain licenses to infringing technology.  Our
failure to develop or license a substitute technology could prevent us from
selling our products.
Com21 depends on strategic relationships; if we are not able to find and
maintain these relationships, we may not be able to develop our technologies or
products, which could slow our growth and decrease our revenues.
Our business strategy relies to a significant extent on strategic
relationships with other companies. These relationships include:


software license arrangements for our network management system;
technology licensing agreements;
development arrangements and agreements with original equipment
manufacturers for advanced products;
marketing arrangements with system integrators and others; and
collaboration agreements with suppliers of routers and headend equipment to
ensure the interoperability of our cable modems with these suppliers' products.The failure to maintain and develop these relationships, or replace them if
any of these relationships are terminated and to renew or extend any license
agreements with a third party may harm our business.

Com21 is subject to risks of operating in international markets.

For the year ended December 31, 2002, international sales accounted for
68% of revenues.  We intend to enter new international markets, and we expect
that a significant portion of our sales will continue to be in international
markets.  Because we sell primarily through systems integrators, a successful
expansion of our international operations and sales may require us to develop
relationships with new international systems integrators and distributors. If we
are unable to identify, attract or retain suitable international systems
integrators or distributors, we may not be able to successfully expand our
international operations.  Additionally, international operations involve a
number of risks not typically present in domestic operations, including:


changes in regulatory requirements;
the possibility of difficult accounts receivable collections;
costs and risks of distributing systems in other countries;
licenses, tariffs and other trade barriers;
political and economic instability;
difficulties in staffing and managing international operations;
potentially adverse tax consequences;
difficulties in obtaining governmental approvals for products;
the burden of complying with a wide variety of complex international laws
and treaties;
the imposition of legislation and regulations on the import and export of
high technology products; and
fluctuations in foreign currency especially with the increasing use of Euro
as common currency for members of European union, this could have an impact on
foreign exchange exposure.The industry in which we compete is subject to consolidation.
There has been a trend toward industry consolidation for several years,
which is expected to continue through 2002. We expect this trend to continue as
companies attempt to strengthen or hold their market positions in an evolving
industry. We believe that industry consolidation may produce increasingly
stronger competitors. This could lead to more variability in operating results
as we compete to be a vendor solution and could harm our business, operating
results, and financial condition. We believe that industry consolidation may
lead to fewer possible customers. If we are unable to maintain our current
customers or secure additional customers, our business could be harmed.The location
of Com21's facilities is subject to the risk of earthquakes and other natural
disasters.Com21's corporate headquarters, including some of its
research and development operations and our in-house manufacturing facilities,
are located in the Silicon Valley area of Northern California, a region known
for seismic activity. A significant natural disaster in the Silicon Valley, such
as an earthquake or power loss, could halt our business, weaken our financial
condition and create disappointing operating results.ITEM 2. PROPERTIESCom21 leases approximately 96,000
square feet of administrative, research and development, and manufacturing
facilities in Milpitas, California. We believe that future growth can be
accommodated through our existing space. Com21 also leases offices in
Germantown, Maryland, Long Island, New York; Cork, Ireland; and Delft, The
Netherlands.  Com21 uses the Milpitas, Cork and Delft office for the operations
of the ATM and DOCSIS segments.  The Germantown and Long Island offices have
been subleased to third parties.ITEM 3. LEGAL PROCEEDINGSCom21 is subject to various legal
proceedings and claims which arise in the normal course of business.  Com21 does
not believe that any current litigation or claims have any merit and intends to
defend them vigorously.ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERSNone.



PART II

ITEM 5. MARKET FOR
REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Com21's common stock is traded on the Over the
Counter Market under the symbol "CMTO.OB".  There are 282 holders of
record as of February 28, 2003.



The following table sets forth the high and low bid quotations of the
Company's common stock for the periods indicated as reported by The Nasdaq
National Market or NASD electronic bulletin board. Prices shown in the table
represent inter-dealer quotations, without adjustment for retail markup,
markdown, or commission, and do not necessarily represent actual transactions.





|2002           | High  | Low  
|-------------- | ----- | -----
|First quarter  | $1.55 | $0.85
|Second quarter | $1.30 | $0.41
|Third quarter  | $0.44 | $0.13
|Fourth quarter | $0.51 | $0.12
|               |       |      
|2001           | High  | Low  
|First quarter  | $8.75 | $1.91
|Second quarter | $3.05 | $1.09
|Third quarter  | $2.05 | $0.39
|Fourth quarter | $1.95 | $0.40



Com21 has never declared or paid any cash
dividends on its common stock, and we do not intend to declare or pay dividends
in the near future.



On February 21, 2003, Com21's securities were delisted from the Nasdaq
SmallCap Market and we are now trading on the Over the Counter Bulletin
Board.



ITEM 6. CONSOLIDATED SELECTED FINANCIAL DATA

The following information was compiled from the
audited consolidated financial statements of Com21, Inc. and its subsidiary. The
consolidated financial statements and related notes and discussions for the year
ended December 31, 2002 (pages 31 through 56), should be read to obtain a better
understanding of this information.  The historical results are not necessarily
indicative of the operating results to be expected in the future (amounts in
thousands, except per share data):

`Years Ended December 31,
                                         -----------------------------------------------------
                                           1998       1999       2000       2001       2002
                                         ---------  ---------  ---------  ---------  ---------
Consolidated Statement of
  Operations Data:
Net revenues........................... $  48,114  $  95,743  $ 193,983  $ 122,761  $  56,228
Cost of net revenues...................    29,573     60,918    151,319    116,826     58,221
                                         ---------  ---------  ---------  ---------  ---------
  Gross profit.........................    18,541     34,825     42,664      5,935     (1,993)
                                         ---------  ---------  ---------  ---------  ---------
Operating expenses:
  Research and development.............    19,936     29,821     46,932     22,582     11,248
  Sales and marketing..................    10,273     16,250     29,064     18,926      7,694
  General and administrative...........     3,871      4,120     10,884     13,366      7,335
  Restructuring charges................        --         --         --     69,320      3,775
  Write off of fixed assets............        --         --         --      1,416         --
  Amortization of intangible assets....        --         --      5,176      4,988         --
  Impairment loss on goodwill..........        --         --         --         --      3,570
  Stock-based compensation.............        --         --      1,812      1,567         40
  In-process research and
     development.......................        --         --      8,823         --         --
                                         ---------  ---------  ---------  ---------  ---------
    Total operating expenses...........    34,080     50,191    102,691    132,165     33,662
                                         ---------  ---------  ---------  ---------  ---------
Loss from operations...................   (15,539)   (15,366)   (60,027)  (126,230)   (35,655)
Total other income (expense), net......     2,190      5,104      3,993         (3)    (2,282)
                                         ---------  ---------  ---------  ---------  ---------
Loss before income taxes...............   (13,349)   (10,262)   (56,034)  (126,233)   (37,937)
Income taxes...........................        14         55         22         19        186
                                         ---------  ---------  ---------  ---------  ---------
    Net loss........................... $ (13,363) $ (10,317) $ (56,056) $(126,252) $ (38,123)
                                         =========  =========  =========  =========  =========

Net loss per share, basic
  and diluted.......................... $   (1.10) $   (0.49) $   (2.42) $   (4.67) $   (1.35)
                                         =========  =========  =========  =========  =========
Shares used in computation,
  basic and diluted....................    12,150     20,932     23,123     27,031     28,290
                                         =========  =========  =========  =========  =========


                                                              December 31,
                                         -----------------------------------------------------
                                           1998       1999       2000       2001       2002
                                         ---------  ---------  ---------  ---------  ---------
Consolidated Balance Sheet Data:

  cash and short-term investments...... $  65,744  $ 106,023  $  45,914  $  29,735  $   4,918
Working capital........................    68,084    112,233     63,483     21,524     (8,475)
Total assets...........................    82,948    141,166    214,365     84,975     23,559
Long-term debt obligations.............       936        345          9        198         36
Total stockholders' equity (deficiency) $  73,366  $ 120,078  $ 142,638  $  31,206  $  (6,413)`



ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion in
conjunction with Com21's consolidated financial statements and notes to
consolidated financial statements. The results described below are not
necessarily indicative of the results to be expected in any future period.
Certain statements in this discussion and analysis, including statements
regarding our strategy, financial performance and revenue sources, are forward-
looking statements based on current expectations and entail various risks and
uncertainties that could cause actual results to differ materially from those
expressed in the forward-looking statements, including those described in "Risk
Factors" and elsewhere in this Annual Report on Form 10-K.

Overview

We are a leading global supplier of system solutions for the broadband
access market. Our products enable domestic and international cable operators to
provide high-speed, cost-effective Internet access, reduce operating costs, and
maximize revenues opportunities in a variety of subscriber markets - including
residential, corporate telecommuters, and small businesses. We develop,
manufacture and sell headend equipment, subscriber cable modems, and network
management software, all designed to support Asynchronous Transfer Mode, or ATM,
Data Over Cable System Interface Specification, or DOCSIS, Euro-DOCSIS industry
standards. In the North American market, we primarily sell directly to cable
operators and systems integrators. Internationally, we sell primarily to systems
integrators, who in turn sell to cable operators.

Cumulative operating losses, negative working capital, current negative cash
flows, shareholders' deficiency, defaults with respect to our debt obligations
and our current balance of unrestricted cash and short term investments create
substantial doubt about Com21's ability to continue as a going concern.  Com21
has implemented, and is continuing to pursue, aggressive cost cutting programs
in order to preserve available cash.  As previously announced, we are also
currently evaluating alternative forms of financing.  These alternatives may
include the sale of equity, sale of debt instruments, and the divestiture of
certain business assets.  Current market conditions present uncertainty as to
our ability to secure the necessary financing needed to reach profitability and
there can be no assurances as to the availability of additional financing, the
terms of such financing if it is available, or as to our ability to achieve a
level of sales to support Com21's cost structure.  As of December 31, 2002, our
cash, cash equivalents and short-term investments were $4.5 million.  As of
February 28, 2003, Com21's unrestricted cash and short-term investments totaled
$4.1 million, a decrease of $0.4 million over the first two months of 2003.  If
we are unable to secure additional financing, we anticipate that our cash will
continue to decrease at a pace similar to that of the first two months of 2003,
and as such we do not expect to be able to meet our obligations throughout the
entirety of 2003.

As of February 21, 2003, we were delisted from the Nasdaq SmallCap Market.
Currently, our common stock trades on the Over the Counter Bulletin Board.

Summary of Critical Policies and Estimates



Our discussion and analysis of our financial condition and results of
operations are based on our consolidated financial statements, which have been
prepared in conformity with accounting principles generally accepted in the
United States of America. Our preparation of these consolidated financial
statements requires us to make judgments and estimates that affect the reported
amounts of assets and liabilities, disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. We base our estimates on
historical experience and on various other assumptions that we believe to be
reasonable under the circumstances. Actual results may differ from such
estimates under different assumptions or conditions. The following summarizes
our critical accounting policies and significant estimates used in preparing our
consolidated financial statements:

Com21's investment in a privately held company is stated at the lower of cost
or fair value.  Our investment in a publicly held company is stated at fair
value based on Nasdaq's quoted market prices. Investments are classified as
available-for-sale based on the intended use. Gains and losses on sales of
investments are determined on a specific identification basis. We perform
periodic reviews of their investments for impairment. Investments in publicly
held companies are generally considered impaired when a decline in the fair
value of an investment as measured by quoted market prices is less than its
carrying value and such decline is not considered temporary. Investments in
privately held companies are considered impaired when a review of the investee's
operations and other indicators indicate that the carrying value of the
investment is not likely to be recoverable. Such indicators used to evaluate
impairment include, but are not limited to, capital resources, prospects of
receiving additional financing, and prospects for liquidity of the related
securities.  If our estimates of fair value change in the future, we may be
required to record additional impairment charges.

Inventories consist of networking equipment, modems and sub-assemblies stated
at the lower of cost (first-in, first-out method) or market. We write-down our
inventory for estimated obsolescence or unmarketable inventory equal to the
difference between the cost of the inventory and the estimated market value
based upon assumptions about future demand and market conditions. If actual
market conditions are less favorable than those projected by management,
additionally inventory write-downs may be required.

In March 2002, Com21 cancelled all outstanding purchase orders with its two
contract manufacturers. In connection with the cancellation, we signed
promissory notes for existing payables to the vendors and for certain materials
held by the vendors. These notes totaled approximately $22.5 million, bore
interest at an average rate ranging from 8% to 10% and mature in December 2003
and May 2004. The approximate $9.7 million of materials held by the vendors will
likely be of no future use to.  Accordingly, the materials with no future use
were written off during the first quarter of 2002.  Our provision for excess and
obsolete inventory at December 31, 2002 contained provisions for the entire $9.7
million of materials held by the vendors. In addition to the notes, Com21
granted warrants to the vendors to purchase a total of 350,000 shares of common
stock.

In March 2002, Com21 also signed a letter agreement with our major chip
supplier to cancel the purchase order of $10.4 million in exchange for an
exclusive relationship on certain components over a two-year period with no
specified volume commitment.

In calculating the restructuring charge related to our facilities
consolidation, certain estimates were used for items such as, sublease terms
upon the negotiation of future subleases, broker commissions, tenant
improvements and facility maintenance costs. In developing our estimates, we
obtained information from third party leasing agents to calculate anticipated
third party sublease income and the vacancy period prior to finding a sub
lessee. In calculating the undiscounted value of ongoing lease commitments for
unused facilities, we considered ongoing facilities needs and the sublease rate.
Market conditions will affect our ability to sublease facilities on terms
consistent with our estimates. Management re-evaluates these estimates
quarterly, based on the availability of more recent information and makes
adjustments to the facilities charges accordingly. Our ability to sublease
facilities ahead of schedule or the negotiation of lease terms resulting in
higher or lower sublease income than estimated will affect our accrual and the
related restructuring charge. Difference between estimates of related broker
commissions, tenant improvements and facility maintenance costs may increase or
decrease the accrual upon final negotiation.  The restructuring accrual for
closure of excess facilities at December 31, 2002 was $5.8 million, which is
comprised of $8.4 million of future rent obligations offset by $2.6 million of
estimated future sublease income, net of costs.

Results of
Operations

Net Revenues. Net revenues in 2002 decreased by 54.2% to $56.2
million as compared to $122.8 million in 2001.  Unit sales of all our cable
modem products decreased 24.6% from 2001, and unit sales of our headend products
decreased 60.6% from 2001. We believe the decrease in revenues is due to a
continued economic slowdown that has affected and, in general, continues to
affect our customers.  Cable modem sales accounted for 86.9% of net revenues in
2002, as compared to 83.9% of net revenues in 2001.

The decrease in revenues is due in part to a decline in our DOCSIS modem
business.  Net DOCSIS related revenues in 2002 decreased by 44.8% to $24.0
million as compared to $43.4 million in 2001. We experienced a small decrease in
the number of DOCSIS modems sold but a substantial decrease in the average
selling price of these units.  The average selling price of DOCSIS modems
declined due to planned price reductions to meet pricing pressures from our
competitors. This decrease in DOCSIS modem revenue was partially offset by the
sales of our DOCSIS XB System which began shipping in the third quarter of 2002.
We anticipate a continued decrease in revenue associated with our DOCSIS modems,
due to continued pricing pressure, and as we intend to focus on sales of our
higher margin XB System while de-emphasizing our DOCSIS modem business.  We
intend to aggressively pursue DOCSIS system opportunities and offer modems only
as part of an overall technology solution.

The decrease in revenues is also due in part to a decline in our ATM
business.  Net ATM related revenues in 2002 decreased by 59.0% to $32.3 million
as compared to $78.7 million in 2001, as we experienced a substantial decrease
in the units and average selling prices of both ATM modems and ATM headends
sold.  We anticipate this trend to continue in 2003 as we do not intend to
extend our customer base for ATM products, rather service our existing customers
while working with them in their transition toward our DOCSIS XB System
solution.

Overall, we anticipate that cable operators will remain cautious in light of
the current economic conditions, with expenditures for cable networking
equipment increasing slowly throughout the year.  We also anticipate the
continued pricing pressure as well as declines in the average selling price of
our cable modems and headend equipment during 2003 due to competitive pricing
pressures and the number of suppliers competing for market share.

Net revenues in 2001 decreased by 36.7% to $122.8 million as compared to
$194.0 million in 2000. Our revenues growth was principally due to the growth in
cable modem revenues over the prior year. Unit sales of all our cable modem
products decreased 14.8% from 2000, and unit sales of our headend products
decreased 26.1% from 2000.  The decrease in revenues is due to the economic
slowdown, which has affected and continues to affect our customers' purchases
and the rebalancing of their inventory levels.  The decrease in revenues is also
due to a shift in product mix to include higher unit volumes of the lower priced
DOCSIS modems coupled with a decline in the average selling price of DOCSIS
cable modems from the third quarter of 2000 due to heavy price competition.

We anticipate cable operators will remain cautious in light of the current
economic conditions, with expenditures for cable networking equipment increasing
slowly throughout the year.  We also anticipate continued pricing pressure on
our cable modems and headend equipment, and declines in the average selling
price of our DOCSIS cable modems and headend equipment during 2003 due to
competitive pricing pressures and the number of suppliers competing for market
share.

Gross Margins. Gross margins decreased to a negative 3.5% in
2002 from a positive 4.8% in 2001. The decrease in margins is primarily due to
the following factors:

Gross margins for DOCSIS related products increased from a negative 14% in
2001 to a negative 5% in 2002.  During 2002, Com21 began shipment of its cost
reduced DP1110XB DOCSIS modem.  The decrease in costs of the DP1110XB more than
offset the continued reduction in average selling prices experienced from 2001
to 2002.  In addition, Com21 began shipping its higher margin XB System that
comprises a headend (DOXcontroller 1000) and our newly expanded version of our
network management software, NMAPS 5.0.  We anticipate that DOCSIS related gross
margin would continue to improve as we focus on sales of our higher margin XB
System while de-emphasizing our DOCSIS modem business.

Gross margins for ATM related products increased from 25.7% in 2001 to 37.4%
in 2002.  During 2002, Com21 began shipment of its cost reduced ATM modems, the
CP1080.  The decrease in costs of the CP1080 modems more than offset the
continued reduction in average selling prices experienced from 2001 to 2002.
Product mix within the ATM segment between ATM modems and ATM headends remained
relatively stable between 2001 and 2002.  We anticipate moderate declines in ATM
margins during 2003 as product mix shifts towards ATM modems that have a lower
margin than the ATM headends.

The improvements in gross margins of the DOCSIS and ATM segments were more
than offset by the following factors:





- Write-off of component and finished goods inventory related to certain
discontinued ATM and DOCSIS modems of $ 3.2 million.

Overall, we believe margins will improve during 2003.  As noted above, we
intend to focus on sales of our higher margin XB System while de-emphasizing our
DOCSIS modem business.  We intend to aggressively pursue DOCSIS system
opportunities while we support our existing ATM customers, working with them in
their transition toward our XB System solution.



Gross margins decreased to 4.8% in 2001 from 22.0% in 2000.  The decrease in
margins was due primarily to the shift in product mix to include higher unit
volumes of the lower priced DOCSIS modems.  DOCSIS cable modem shipments
increased from 49.8% of total Com21 modem shipments in 2000 to 55.3% of total
Com21 modems shipped in 2001.  The decreased in gross margin also due to the
carrying charges resulted from excess inventory at our contract manufacturers,
write off of our obsolete component and finished goods inventory and
amortization of intangible assets as a result of the GADline acquisition.

Research and Development. Research and development expenses
consist primarily of personnel costs, as well as prototype material expenditures
and equipment and supplies required to develop and to enhance our products.
Research and development expenses decreased 50.2% to $11.2 million in 2001 from
$22.6 million in 2001.  The decrease in research and development expenses is due
to our efforts to reduce expenses through workforce reductions  and
consolidation of  excess research and development facility.  In 2003, we
anticipate that research and development expenses will decline by $0.8 million
to $1.0 million. The decline is likely to result from the 2002 personnel
reductions as well as the continuing effort to reduce expenses and future work
force reductions.

Research and development expenses decreased 51.9% to $22.6 million in
2001 from $46.9 million in 2000.  The decrease in research and development
expenses is due to our efforts to reduce expenses.  These efforts involved
workforce reductions, elimination of certain development programs, and closure
and consolidation of research and development facilities, as we refocused our
development efforts on key technology initiatives.

Sales and Marketing. Sales and marketing expenses consist
primarily of salaries and commissions for sales personnel, marketing and support
personnel and costs related to trade shows, consulting and travel.  Sales and
marketing expenses decreased 59.3% to $7.7 million in 2002 from $18.9 million in
2001. This decline is due to our efforts to reduce costs which involved
workforce reductions and a decrease in spending on marketing programs.  In 2003,
we anticipate that sales and marketing expenses will decline by $1.5 million to
$2.0 million. The decline is likely to result from the 2002 personnel reductions
as well as the continuing effort to reduce expenses and future work force
reductions.

Sales and marketing expenses decreased 34.9% to $18.9 million in 2001 from
$29.1 million in 2000. This decline is due to our efforts to reduce costs which
involved workforce reductions and a decrease in spending on marketing
programs.



General and Administrative. General and administrative expenses
primarily consist of salary and benefits for administrative officers and support
personnel, travel expenses, legal, accounting and consulting fees. General and
administrative expenses decreased 45.1% to $7.3 million in 2002 from $13.4
million in 2001.  This decrease is due to our efforts to reduce costs through
workforce reductions and an overall decrease in spending.  In 2003, we
anticipate that sales and marketing expenses will decline by $1.5 million to
$2.0 million. The decline is likely to result from the 2002 personnel reductions
as well as the continuing effort to reduce expenses and future work force
reductions.

General and administrative expenses increased 22.8% to $13.4 million in 2001
from $10.9 million in 2000.  This increase is related to higher personnel
related costs, increased rent, inclusion of expenses of our GADline acquisition,
professional fees, and insurance costs.

Restructuring Charges.  Restructuring charges of $69.3 millions
and $3.8 millions resulted from actions in during 2001 and 2002, respectively,
to reduce operating expenses.  This included reductions in workforce,
reorganization and closure of certain business functions, and consolidation of
excess facilities.

Impairment and Amortization of Intangible Assets. Amortization
of intangible assets relating to our July 2000 acquisitions of GADline and
BitCom totaled an aggregate of $2.6 million for the first quarter of 2001.  In
connection with the 2001 restructuring activities, we sold GADline and closed
down BitCom, which resulted in the impairment of all goodwill and acquired
intangible assets except for the $3.6 million of goodwill associated with
BitCom. During the second quarter of 2002, we reevaluated the goodwill due to
indicators of impairment including substantial decreases in ATM related revenues
and future projections.  Com21 performed a valuation of the ATM reporting unit
and allocated fair value to all of the assets and liabilities of that unit,
including any unrecognized intangible assets.  Based on this allocation, there
was no excess fair value over the amounts assigned to the unit's assets and
liabilities, and therefore no implied goodwill.  As a result of this valuation,
we wrote off the remaining goodwill of $3,570,000, associated with the ATM
business unit, in the second quarter of 2002.

Stock-Based Compensation. Stock-based compensation resulted
primarily from the amortization of deferred stock compensation generated from
assumed unvested options and restricted stock in our July 2000 acquisitions of
GADline and BitCom, the fair value of common stock issued to non-employees for
services, and the issuance of additional shares related to meeting defined
milestones in January 2001. Deferred stock compensation was amortized to expense
over the vesting period of the individual options. During the second quarter of
2001, we sold GADline and closed BitCom, which resulted in the acceleration of
all remaining deferred stock compensation for terminated employees.  During
2002, Com21 issued common stock to non-employees for services which resulted in
a charge of $40,000 to general and administrative expenses.

In-Process Research and Development. Com21 recorded a one-time
charge associated with the GADline acquisition of $8.8 million in the third
quarter of 2000 for purchased in-process technology related to a development
project that had not reached technological feasibility, had no alternative
future use, and for which successful development was uncertain. Management
believes that the in-process research and development had no alternative future
use.

Total Other Income (Expense), Net. Total other income
(expense), net increased to a $2.3 million expense in 2002 from $3,000 in
expense in 2001. The increase was attributable to lower interest income on a
declining cash and investments balance during 2001 and 2002, coupled with $1.0
million write down of an impaired investment and interest expense related to the
notes payable entered into during the first quarter of 2002.  The $1.0 million
write down resulted from our periodic review of our investments for impairment.
During our review in the first quarter of 2002,  we noted that the company we
invested in had its financial position severely weakened due to slow demand for
its products during 2002.  Additionally, our investment was illiquid as we had
no ability to transfer or sell the shares without the companies approval and
therefore, we have no way to receive partial value for our investment.  As the
company financial position was weak, and we can not extract value from the
shares, we determined that the investment had an impairment of value that was
other than temporary, and therefore, the investment was written off during the
first quarter of 2002.

Total other income (expense), net decreased to a $3,000 expense in 2001 from
$4.0 million in income in 2000. This decrease was attributable to lower interest
income on a declining cash and investments balance during 2001 coupled with
$867,000 in interest expenses charged by the line of credit and term loan, and
$769,000 of recognized unrealized loss on a current investment.

Income Taxes.  Income tax expense for all years consisted
solely of state franchise taxes.  We have not recorded any income tax benefit as
we have not generated taxable income and as we have provided a full valuation
allowance against our deferred tax assets based on our evaluation of the
likelihood of realization of future tax benefits.

Liquidity and Capital Resources

At December 31, 2002, our cash, cash equivalents and
short-term investments were $4.9 million, compared to $29.7 million at December
31, 2001.  Included in the amounts at December 31, 2001 was a $10.0 million in
restricted cash used for a stand-by letter of credit.  The stand-by letter of
credit was issued to our former contract manufacturer, Celestica. During July
2002, the letter of credit for $10.0 million was drawn by Celestica, reducing
both the restricted cash and the related note payable by $10.0 million.
Included in the cash amounts at December 31, 2002 is a $409,000 in restricted
cash held in an escrow account to retain key employees.



Net cash used in operating activities was $6.8 million for the year ended
2002. Cash used in operating activities  resulted from all of the following
decreases to assets: a decrease in accounts receivable - trade of $8.2 million;
a decrease in accounts receivable - other of $6.2 million; a decrease in
inventory of $15.9 million; an increase accrued restructuring charges of $3.2
million.   The inflow of cash was offset by a net loss of $38.1 million which
included (non-cash charge of $8.9 million related to stock-based compensation,
warrants issued to contract manufacturers, depreciation and amortization, non-
cash restructuring charges, deferred rent, write off of impaired investment,
goodwill, and loss on sale of assets); a decrease in accounts payable of $9.3
million; and a decrease in accrued compensation and related benefits of $869,000
and a decrease in other current liabilities of $1.1 million. The decrease in
accounts receivable - trade related to the decrease in revenues for the year.
The decrease in accounts receivable - other related primarily to the offset
between accounts receivable and accounts payable between Com21 and our two
former contract manufacturers.  The decrease in inventory was due to utilization
of existing inventory during the year, the write-off of components and finished
goods on certain discontinued ATM modems, and the reserve for excess and
obsolete inventory held by our two former contract manufacturers.



Net cash used in investing activities was $1.0 million in 2002.  Cash used in
investing activities was primarily attributable to the purchases of property and
equipment.

Net cash used in financing activities was $7.4 million in 2002.  Cash used in
financing activities consisted primarily of the repayment on the line of credit
and notes payable of $17.2 million and a decrease in restricted cash of $9.6
million.

Com21 entered into a borrowing agreement in December 2001 which consisted of
a revolving line of credit for working capital purposes, and a $10.0 million
letter of credit facility which can be utilized as security for a contract
manufacturer. The revolving line of credit was cancelled by both parties in
August 2002.

In March 2002, Com21 cancelled all outstanding purchase orders with two of
our former contract manufacturers.  In connection with the cancellation, we
signed promissory notes for existing payables to the vendors and for excess
component inventory materials held by the vendors.  At March 2002, these notes
totaled approximately $22.5 million, bore interest at an average rate ranging
from 8% to 10% and mature in December 2003 and May 2004. Currently, Com21 is in
default on the promissory notes to both contract manufacturers, as scheduled
payments were not made. We are seeking to renegotiate the notes with the
contract manufacturers. During July 2002, the letter of credit for $10.0 million
was drawn by one of the contract manufacturers, reducing both the restricted
cash and the related note payable by $10.0 million.

At December 31, 2001, we had cash, cash equivalents and short-term
investments of $19.7 million compared to $25.2 million at December 31, 2000, a
decrease of  $5.5 million.  The decrease is primarily a result of net cash used
in operating activities of $18.0 million offset by cash provided by investing of
$8.6 million and by cash provided by financing activities of $3.8 million.

Cumulative operating losses, negative working capital, current negative cash
flows, shareholders' deficiency, defaults with respect to our debt obligations
and our current balance of unrestricted cash and short term investments create
substantial doubt about Com21's ability to continue as a going concern.  Com21
has implemented, and is continuing to pursue, aggressive cost cutting programs
in order to preserve available cash.  As previously announced, we are also
currently evaluating alternative forms of financing.  These alternatives may
include the sale of equity, sale of debt instruments, and the divestiture of
certain business assets.  Current market conditions present uncertainty as to
our ability to secure the necessary financing needed to reach profitability and
there can be no assurances as to the availability of additional financing, the
terms of such financing if it is available, or as to our ability to achieve a
level of sales to support Com21's cost structure.  As of December 31, 2002, our
cash, cash equivalents and short-term investments were $4.5 million.  As of
February 28, 2003, Com21's unrestricted cash and short-term investments totaled
$4.1 million, a decrease of $0.4 million over the first two months of 2003.  If
we are unable to secure additional financing, we anticipate that our cash will
continue to decrease at a pace similar to that of the first two months of 2003,
and as such we do not expect to be able to meet our obligations throughout the
entirety of 2003.

The following table depicts our contractual obligations (net of sublease
collections) as of December 31, 2002:

`Contractual Obligations
                                      -------------------------------------------------
                                                                           Greater Than
                                        Total    1 - 3 Year   4 - 5 Year      5 Year
                                      ---------  ----------  ------------  ------------
                                                 (in thousands)

Notes Payable....................... $  11,504  $   11,504  $         --  $         --
Inventory Purchase Commitments......     2,692       2,692            --            --
Capital Lease Obligations...........       197         160            37            --
Operating Lease Obligations.........    11,034      10,111           346           577
                                      ---------  ----------  ------------  ------------
Total Contractual Cash Obligations.. $  25,427  $   24,467  $        383  $        577
                                      =========  ==========  ============  ============`

Com21 subleases certain of its offices to third parties. If
the subleasees fail to make the payments, Com21 would be liable for an
additional $640,000 over the next four years.

New
Accounting Standards



On January 1, 2002, Com21 adopted Statement of Financial Accounting Standards
(SFAS) No. 141 "Business Combinations".  SFAS No. 141 requires that all business
combinations initiated after September 30, 2001 be accounted for under the
purchase method and addresses the initial recognition and measurement of
goodwill and other intangible assets acquired in a business combination.  The
adoption of SFAS No. 141 had no impact on Com21's consolidated financial
position, results of operations or cash flows.

On January 1, 2002, Com21 adopted SFAS No. 142, "Goodwill and Other
Intangible Assets."  SFAS No. 142 addresses the initial recognition and
measurement of intangible assets acquired outside of a business combination and
the accounting for goodwill and other intangible assets after their acquisition.
SFAS No. 142 provides that intangible assets with finite useful lives be
amortized and that goodwill and intangible assets with indefinite lives not be
amortized, but rather tested at least annually for impairment.  In accordance
with SFAS No. 142, Com21 ceased amortizing goodwill totaling $3.6 million as of
the beginning of fiscal 2002.

During the second quarter of 2002, we reevaluated the goodwill due to
indicators of impairment including substantial decreases in ATM related revenues
and future projections.  Com21 performed a valuation of the ATM reporting unit
and allocated the fair value to all of the assets and liabilities of that unit,
including any unrecognized intangible assets.  Based on this allocation, there
was no excess fair value over the amounts assigned to the unit's assets and
liabilities, and therefore no implied goodwill.  As a result of this valuation,
we wrote off the remaining goodwill of $3.6 million, associated with the ATM
business unit.



On January 1, 2002, Com21 adopted SFAS No. 144 "Accounting for Impairment or
Disposal of Long-Lived Assets."  SFAS No. 144 supersedes SFAS No. 121,"Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of", and addresses financial accounting and reporting for
the impairment or disposal of long-lived assets.  The adoption of SFAS No. 144
had no impact on Com21's consolidated financial position, results of operations
or cash flows.

In June 2002, the FASB issued SFAS 146, "Accounting for Costs Associated with
Exit or Disposal Activities," which addresses financial accounting and reporting
for costs associated with exit or disposal activities and supersedes Emerging
Issues Task Force (EITF) Issue 94-3, "Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an Activity (including Certain
Costs Incurred in a Restructuring)."  SFAS 146 requires that a liability for a
cost associated with an exit or disposal activity be recognized when the
liability is incurred. Under EITF 94-3, a liability for an exit cost as defined
in EITF 94-3 was recognized at the date of an entity's commitment to an exit
plan. SFAS 146 also establishes that the liability should initially be measured
and recorded at fair value. The Company will adopt the provisions of SFAS 146
for exit or disposal activities that are initiated after December 31, 2002.

In November 2002, the EITF reached a consensus on Issue No. 00-21 "Accounting
for Revenue Arrangements with Multiple Deliverables". The EITF concluded that
revenue arrangements with multiple elements should be divided into separate
units of accounting if the deliverables in the arrangement have value to the
customer on a standalone basis, if there is objective and reliable evidence of
the fair value of the undelivered elements, and as long as there are no rights
of return or additional performance guarantees by the Company. The provisions of
EITF Issue No. 00-21 will be effective for fiscal periods beginning after June
15, 2003. We are currently determining what effect, if any, the provisions of
EITF Issue No. 00-21 will have on our operating results or financial
condition.

In November 2002, the FASB issued FASB Interpretation ("FIN") No. 45,
"Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others". FIN No. 45 elaborates on the
disclosures to be made by a guarantor about its obligations under certain
guarantees it has issued and clarifies the accounting for such guarantees.  We
adopted the disclosure requirements of FIN No. 45 in the fourth quarter of
fiscal 2002 (see Note 8 in the consolidated financial statements concerning the
reserve for warranty costs).  The recognition and measurement provisions will be
applied to guarantees issued or modified after December 31, 2002.  We have not
yet determined the impact, if any, of the adoption of FIN No. 45.

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure - an amendment of FASB Statement No.
123". SFAS No. 148 provides alternative methods of transition for a voluntary
change to the fair value based method of accounting for stock-based employee
compensation and amends the related existing disclosure requirements. As more
fully described in Notes 1 and 10, the Company accounts for its stock-based
compensation under the recognition and measurement principles of Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees".  We
will adopt the disclosure provisions of SFAS No. 148 in the first quarter of
fiscal year 2003.  We have not yet determined the effect that the transition
provisions of SFAS No. 148 would have on our operating results or financial
position, if any.



ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



Interest Rate Sensitivity. Com21 maintains an investment portfolio of
government and corporate debt obligations. These available-for-sale securities
are subject to interest rate risk and will fall in value if market interest
rates increase. If market interest rates were to increase immediately and
uniformly by 10 percent from levels at December 31, 2002, the fair value of the
portfolio would decline by an immaterial amount. We generally have the ability
to hold our fixed income investments until maturity and therefore we would not
expect our operating results or cash flows to be affected to any significant
degree by the effect of a sudden change in market interest rates on our
securities portfolio.

Com21 has fixed rate debt obligations of $196,000 at December 31, 2002 that
have no interest rate risk.  The fixed rates on such obligations ranged from 8%
to 11% in 2002, and matures on various dates through 2004.

Market Price Risk.  Com21 is also exposed to market price risk through
investments in marketable equity securities held as available-for-sale
investments.  These investments are in publicly traded companies as well as
private companies in the volatile high-technology industry sector.  A 50%
adverse change in the equity price would result in an approximate $543,000
decrease in the fair value of the investment in the marketable equity security
as of December 31, 2002.



Foreign Currency Risk.  To date, our international sales have been
dominated solely in U.S. dollars, and accordingly, we have not been exposed to
foreign currency exchange rate fluctuations related to sales transactions.
During 2002, we have sales in Euro; however, the U.S. dollars and the Euro
dollars were of equivalent; therefore, it did not have a material impact on our
consolidated financial positions or results of operation.  The functional
currency of our subsidiary in Ireland is the U.S. dollar; however, the local
accounts are maintained in Irish pounds subjecting us to foreign currency
exchange rate fluctuations associated with remeasurement to U.S. dollars.  A
hypothetical change of 10% in the foreign currency exchange rates would not have
a material impact on our consolidated financial positions or results of
operation.



ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS





|Index To Consolidated Financial
Statements                                                                                                                                                   
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                             
|                                                                                                                                                                                             
|Independent Auditors'
Report.........................................................................
.................................                                                      
|Consolidated Balance Sheets as of December 31,
2001 and 2002..................................................                                                                               
|Consolidated Statements of Operations and
Comprehensive Loss for the Years Ended December 31, 2000, 2001 and
2002............................................................................
|Consolidated Statements of Stockholders' Equity
for the Years Ended December 31, 2000, 2001 and
2002............................................................................             
|Consolidated Statements of Cash Flows for the
Years Ended December 31, 2000, 2001 and
2002............................................................................                       
|Notes to Consolidated Financial
Statements......................................................................                                                                             
|                                                                                                                                                                                             







INDEPENDENT AUDITORS' REPORT



To the Board of Directors and Stockholders of

Com21, Inc.:



We have audited the accompanying balance sheets of Com21,
Inc. and its subsidiaries (the Company) as of December 31, 2001 and 2002, and
the related statements of income, stockholders' equity (deficiency), and cash
flows for the years then ended.  Our audits also included the consolidated
financial statement schedule listed in the Index at Item 15(a)(2).  These
financial statements and schedule are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these financial
statements and financial statement schedule based on our audits.



We conducted our audits in accordance with auditing standards
generally accepted in the United States of America.  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe that our
audits provide a reasonable basis for our opinion.



In our opinion, such financial statements present fairly, in
all material respects, the financial position of Com21, Inc. and its
subsidiaries as of December 31, 2001 and 2002, and the results of its operations
and its cash flows for the years then ended in conformity with accounting
principles generally accepted in the United States of America.  Also, in our
opinion, the consolidated financial statement schedule listed in Item 15(a)(2),
when considered in relation to the basic consolidated financial statements taken
as a whole, presents fairly in all material respects the information set forth
therein.



The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern.  As discussed in
Note 1 to the financial statements, the Company's recurring losses from
operations, negative working capital and negative cash flows raise substantial
doubt about its ability to continue as a going concern.  Management's plans
concerning these matters are also described in Note 1.  The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.



As discussed in Note 1 to the consolidated financial
statements, in 2002 the Company changed its method of accounting for goodwill
and other intangible assets to conform to Statement of Financial Accounting
Standards No., 142, "Goodwill and Other Intangible Assets."





/s/  DELOITTE & TOUCHE LLP

San Jose, California

January 21, 2003 (February 21, 2003 as to Note 17)







---

COM21, INC.
                          CONSOLIDATED BALANCE SHEETS
               (In thousands, except share and par value amounts)

`December 31,
                                                               --------------------
                                                                 2001       2002
                                                               ---------  ---------
                           ASSETS
Current Assets:
  Cash and cash equivalents.................................. $  19,673  $   4,423
  Restricted cash............................................    10,025        409
  Short-term investments.....................................        37         86
  Accounts receivable:
     Trade (net of allowances of $2,383 and $586 in
      2001 and 2002, respectively)...........................    11,945      3,697
     Related parties.........................................        63         --
     Other...................................................    10,837        468
  Inventories................................................    18,335      8,274
  Prepaid expenses and other.................................       970        776
                                                               ---------  ---------
          Total current assets...............................    71,885     18,133
Long-term investments........................................     2,000      1,000
Property and equipment -- net................................     7,365      4,260
Intangibles assets -- net....................................     3,570         --
Other assets.................................................       155        166
                                                               ---------  ---------
          Total assets....................................... $  84,975  $  23,559
                                                               =========  =========
            LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
  Accounts payable........................................... $  36,818  $   6,562
  Accrued compensation and related benefits..................     1,635        766
  Accrued restructuring charges..............................     2,211      5,238
  Other current liabilities..................................     3,519      2,377
  Current capital lease and debt obligations.................     6,178     11,665
                                                               ---------  ---------
          Total current liabilities..........................    50,361     26,608
Deferred rent................................................       239        171
Accrued restructuring charges................................     2,971      3,157
Capital lease and debt obligations...........................       198         36
                                                               ---------  ---------
          Total liabilities..................................    53,769     29,972
                                                               ---------  ---------
Commitments and contingencies (Note 9)
Stockholders' Equity(Deficiency):
  Preferred stock, $0.001 par value; 5,000,000 shares
     authorized and undesignated; none issued and
     outstanding.............................................        --         --
  Common stock, $0.001 par value; shares authorized:
     2000, 40,000,000; 2001, 160,000,000; shares issued and
     outstanding: 2001, 28,106,848; 2002, 28,394,371.........        28         28
  Additional paid-in capital.................................   272,502    272,957
  Accumulated deficit........................................  (241,324)  (279,447)
  Accumulated other comprehensive income.....................        --         49
                                                               ---------  ---------
          Total stockholders' equity (deficiency)............    31,206     (6,413)
                                                               ---------  ---------
          Total liabilities and stockholders' equity (deficie $  84,975  $  23,559
                                                               =========  =========`

See Notes to Consolidated Financial Statements.

---

COM21, INC.
          CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
                   (In thousands, except per share amounts)

`Years Ended December 31,
                                                             ----------------------------------
                                                                2000        2001        2002
                                                             ----------  ----------  ----------

Net revenues ($2,122 and $42, in 2000 and  2001,
     respectively, from related parties)................... $  193,983  $  122,761  $   56,228

Cost of revenues ($1,588 and $58 in 2000 and 2001,
     respectively, for related parties)....................    149,804     109,960      45,301
Cost of change in contract manufacturers...................         --          --       9,674
Write off of discontinued product inventory................         --       5,602       3,246
Amortization of intangible assets..........................      1,515       1,264          --
                                                             ----------  ----------  ----------
     Total cost of revenues                                    151,319     116,826      58,221

Gross profit (loss)........................................     42,664       5,935      (1,993)
                                                             ----------  ----------  ----------
Operating expenses:
  Research and development.................................     46,932      22,582      11,248
  Sales and marketing......................................     29,064      18,926       7,694
  General and administrative...............................     10,884      13,366       7,335
  Restructuring charges....................................         --      69,320       3,775
  Write off of fixed assets................................         --       1,416          --
  Amortization of intangible assets........................      5,176       4,988          --
  Impairment loss on goodwill..............................         --          --       3,570
  Stock-based compensation *...............................      1,812       1,567          40
  In-process research and development......................      8,823          --          --
                                                             ----------  ----------  ----------
          Total operating expenses.........................    102,691     132,165      33,662
                                                             ----------  ----------  ----------
Loss from operations.......................................    (60,027)   (126,230)    (35,655)
                                                             ----------  ----------  ----------
Other income (expense):
  Interest income..........................................      4,825       1,765         191
  Interest expense.........................................        (74)       (867)     (1,272)
  Impairment loss on investment............................         --          --      (1,000)
  Other income (expense) -- net............................       (758)       (901)       (201)
                                                             ----------  ----------  ----------
          Total other income (expense), net................      3,993          (3)     (2,282)
                                                             ----------  ----------  ----------
Loss before income taxes...................................    (56,034)   (126,233)    (37,937)
Incomes taxes..............................................         22          19         186
                                                             ----------  ----------  ----------
Net loss...................................................    (56,056)   (126,252)    (38,123)
Other comprehensive income (loss), net of tax:
  Unrealized gain (loss) on available-for-sale
     investments...........................................       (443)        279          49
                                                             ----------  ----------  ----------
Comprehensive loss......................................... $  (56,499) $ (125,973) $  (38,074)
                                                             ==========  ==========  ==========

Net loss per share, basic and diluted...................... $    (2.42) $    (4.67) $    (1.35)
                                                             ==========  ==========  ==========

Shares used in computation, basic and diluted..............     23,123      27,031      28,290
                                                             ==========  ==========  ==========

* Stock-based compensation:
  Research and development................................. $    1,453  $    1,437  $       --
  Sales and marketing......................................         25          29          --
  General and administrative...............................        334         101          40
                                                             ----------  ----------  ----------
Net loss................................................... $    1,812  $    1,567  $       40
                                                             ==========  ==========  ==========`

See Notes to Consolidated Financial Statements.

---

COM21, INC.
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                      (In thousands, except share amounts)

`Accumulated
                                                                                                Other        Total
                                                                       Deferred                Compre-       Stock-
                                         Common Stock      Additional   Stock-                 hensive      holders'
                                      -------------------   Paid-In    Compensa-  Accumulated   Income       Equity
                                        Shares     Amount   Capital      tion      Deficit      (Loss)    (Deficiency)
                                      -----------  ------  ----------  ---------  ----------  ----------  ------------
Balances, January 1, 2000............ 21,619,172  $   22  $  179,138  $    (230) $  (59,016) $      164  $    120,078
Exercise of stock options............    637,472       1       3,489         --          --          --         3,490
Sale of stock under employee
  stock purchase plan................     92,556      --         946         --          --          --           946
Repurchase of shares.................   (196,733)     --        (272)        --          --          --          (272)
Value of stock options
  issued in acquisitions.............         --      --       4,683         --          --          --         4,683
Issuance of common stock
  in acquisitions....................  2,281,750       2      67,340         --          --          --        67,342
Issuance of restricted stock.........    245,000      --       6,049     (6,049)         --          --            --
Deferred stock compensation..........         --      --       1,372     (1,372)         --          --            --
Issuance of stock options
  and warrants to
  nonemployees for services..........         --      --       1,058         --          --          --         1,058
Amortization of deferred
  stock compensation.................         --      --          --      1,812          --          --         1,812
Unrealized loss on
  available-for-sale investments.....         --      --          --         --          --        (443)         (443)
Net loss.............................         --      --          --         --     (56,056)         --       (56,056)
                                      -----------  ------  ----------  ---------  ----------  ----------  ------------
Balances, December 31, 2000.......... 24,679,217      25     263,803     (5,839)   (115,072)       (279)      142,638
Exercise of stock options............    387,347      --         229         --          --          --           229
Sale of stock under employee
  stock purchase plan................    295,998      --         386         --          --          --           386
Repurchase of shares.................       (440)     --          (1)        --          --          --            (1)
Issuance of common stock
  for acquisition milestones.........    244,726      --       1,333         --          --          --         1,333
Issuance of common stock in private
  equity financing (net of issuance
  costs of $780).....................  2,450,000       3       4,348         --          --          --         4,351
Issuance of warrants in private
  equity financing...................         --      --       2,513         --          --          --         2,513
Net reversal of deferred stock
  compensation from forfeitures......         --      --        (293)       293          --          --            --
Issuance of common stock
  to employees for services..........     50,000      --         127         --          --          --           127
Issuance of stock options to
  non-employees for services.........         --      --          57         --          --          --            57
Amortization of deferred
  stock compensation.................         --      --          --      5,546          --          --         5,546
Unrealized gain on
  available-for-sale investments.....         --      --          --         --          --         279           279
Net loss.............................         --      --          --         --    (126,252)         --      (126,252)
                                      -----------  ------  ----------  ---------  ----------  ----------  ------------
Balances, December 31, 2001.......... 28,106,848      28     272,502         --    (241,324)         --        31,206
Exercise of stock options............    116,986      --         115         --          --          --           115
Sale of stock under employee
  stock purchase plan................    170,537      --          81         --          --          --            81
Issuance of warrants to
   contract manufacturers............         --      --         219         --          --          --           219
Issuance of stock options to
  non-employees for services.........         --      --          40         --          --          --            40
Unrealized gain on
  available-for-sale investments.....         --      --          --         --          --          49            49
Net loss.............................         --      --          --         --     (38,123)         --       (38,123)
                                      -----------  ------  ----------  ---------  ----------  ----------  ------------
Balances, December 31, 2002.......... 28,394,371  $   28  $  272,957  $      --  $ (279,447) $       49  $     (6,413)
                                      ===========  ======  ==========  =========  ==========  ==========  ============`

See Notes to Consolidated Financial Statements.

---

COM21, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)

`Years Ended December 31,
                                                                              -------------------------------
                                                                                2000       2001       2002
                                                                              ---------  ---------  ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss.................................................................. $ (56,056) $(126,252) $ (38,123)
  Adjustments to reconcile net loss to net cash used in operating activities:
    Stock-based compensation................................................     2,870      1,625         40
    Warrants issued to contract manufacturers...............................        --         --        219
    Depreciation and amortization...........................................    11,904     11,330      3,224
    In-process research and development.....................................     8,823         --         --
    Deferred rent...........................................................        67       (118)       (68)
    Gain on sales and maturities of investments.............................      (536)      (830)        --
    Write-off of impaired  investments......................................        --        769      1,000
    Write-off of impaired  goodwill adn purchased technology................        --     51,305      3,570
    Write-off of impaired asset.............................................     2,518      6,344        123
    Write-off of stock-based compensation...................................        --      4,368         --
    Loss on sale of assets..................................................        --         --        793
    Changes in operating assets and liabilities:
      Accounts receivable -- trade..........................................   (24,902)    27,495      8,248
      Accounts receivable -- related parties................................     4,172        549         63
      Accounts receivable -- other..........................................    (9,271)      (678)     6,168
      Inventories...........................................................   (24,599)    13,451     15,856
      Prepaid expenses and other............................................    (1,519)     2,165        194
      Other assets..........................................................    (2,165)       572        (11)
      Accounts payable......................................................    33,812    (10,406)    (9,332)
      Accrued compensation and related benefits.............................       715     (2,007)      (869)
      Accrued restructuring charges.........................................        --      5,182      3,213
      Other current liabilities.............................................    (1,129)    (2,903)    (1,142)
                                                                              ---------  ---------  ---------
        Net cash used in operating activities...............................   (55,296)   (18,039)    (6,834)
                                                                              ---------  ---------  ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property and equipment.......................................   (11,911)    (1,087)    (1,035)
  Purchases of investments..................................................   (55,794)        --         --
  Proceeds from sales and maturities of investments.........................   133,875      9,730         --
  Purchase of companies, net of cash acquired...............................      (783)        --         --
                                                                              ---------  ---------  ---------
        Net cash provided by (used in) investing activities.................    65,387      8,643     (1,035)
                                                                              ---------  ---------  ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from private equity financing, net...............................        --      6,864         --
  Proceeds from issuance of common stock....................................     4,436        615        196
  Repurchases of common stock...............................................      (272)        (1)        --
  Proceeds from issuance of debt obligations................................    10,000      6,000         --
  Repayments under debt obligations.........................................        --    (10,480)    (6,000)
  Repayments under capital lease obligations................................      (592)      (391)      (180)
  Repayments on debt obligations............................................    (3,675)        --    (11,013)
  Restricted cash (increase) decrease.......................................   (11,250)     1,225      9,616
                                                                              ---------  ---------  ---------
        Net cash provided by (used in) financing activities.................    (1,353)     3,832     (7,381)
                                                                              ---------  ---------  ---------
Net change in cash and cash equivalents.....................................     8,738     (5,564)   (15,250)
Cash and cash equivalents, beginning of year................................    16,499     25,237     19,673
                                                                              ---------  ---------  ---------
Cash and cash equivalents, end of year...................................... $  25,237  $  19,673  $   4,423
                                                                              =========  =========  =========
NONCASH INVESTING AND FINANCING ACTIVITIES:
  Property acquired under capital lease..................................... $      --  $     476  $      --
                                                                              =========  =========  =========

  Deferred stock compensation............................................... $   7,421  $    (293) $      --
                                                                              =========  =========  =========

  Unrealized gain (loss) on available-for-sale investments.................. $    (552) $    (279) $      49
                                                                              =========  =========  =========

  Common stock issued to acquire companies.................................. $  67,342  $      --  $      --
                                                                              =========  =========  =========

  Value of stock options issued in acquisitions............................. $   4,683  $      --  $      --
                                                                              =========  =========  =========

  Issuance of common stock for acquisition milestones....................... $      --  $   1,333  $      --
                                                                              =========  =========  =========

  Warrants to purchase common stock......................................... $      --  $      --  $     219
                                                                              =========  =========  =========

  Liabilities net of assets converted to notes payable (Note 6)............. $      --  $      --  $  22,518
                                                                              =========  =========  =========

  Letter of credit drawn by contract manufacturer reducing notes payable (No $      --  $      --  $  10,000
                                                                              =========  =========  =========
SUPPLEMENTAL CASH FLOW INFORMATION:
  Cash paid for income taxes................................................ $      22  $      19  $     186
                                                                              =========  =========  =========
  Cash paid for interest.................................................... $     190  $     867  $     518
                                                                              =========  =========  =========`

See Notes to Consolidated Financial Statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2000, 2001 and 2002



1. Business and Significant Accounting Policies



Business - Com21, Inc. (the Company or Com21) was incorporated in
Delaware in June 1992. The Company is a global supplier of broadband access
solutions.  The Company develops and sells Data Over Cable System Interface
Specification (DOCSIS), and headend equipment, subscriber cable modems and
network management software to support the Asynchronous Transfer Mode (ATM).
Such products enable domestic and international cable operators to provide high-
speed, cost-effective Internet access to a variety of subscriber markets
including corporate telecommuters, small businesses and private homes.

Cumulative operating losses, negative working capital, current negative cash
flows, shareholders' deficiency, defaults with respect to our debt obligations
and our current balance of unrestricted cash and short term investments create
substantial doubt about Com21's ability to continue as a going concern.  Com21
has implemented, and is continuing to pursue, aggressive cost cutting programs
in order to preserve available cash.  As previously announced, we are also
currently evaluating alternative forms of financing.  These alternatives may
include the sale of equity, sale of debt instruments, and the divestiture of
certain business assets.  Current market conditions present uncertainty as to
our ability to secure the necessary financing needed to reach profitability and
there can be no assurances as to the availability of additional financing, the
terms of such financing if it is available, or as to our ability to achieve a
level of sales to support Com21's cost structure.  As of December 31, 2002, our
cash, cash equivalents and short-term investments were $4.5 million.  As of
February 28, 2003, Com21's unrestricted cash and short-term investments totaled
$4.1 million (unaudited), a decrease of $0.4 million over the first two months
of 2003.  If we are unable to secure additional financing, we anticipate that
our cash will continue to decrease at a pace similar to that of the first two
months of 2003, and as such we do not expect to be able to meet our obligations
throughout the entirety of 2003.

Basis of Presentation - The consolidated financial statements include
the Company and its wholly owned subsidiaries.  All significant intercompany
accounts and transactions have been eliminated in consolidation.

Certain prior period amounts in the accompanying audited condensed
consolidated financial statements have been reclassified to conform to current
period presentation. These reclassifications had no effect on the financial
position, results of operations, or cash flows for any of the periods
presented.

Financial Statement Estimates -The preparation of financial statements
in conformity with accounting principles generally accepted in the United States
of America requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Such management estimates
include an allowance for doubtful accounts receivable, reserves for sales
returns, provisions for inventory to reflect the net realizable value, estimates
of fair value for investments in publicly and privately held companies,
estimates of remaining obligations on leased facilities, valuation allowances
against deferred income taxes and accruals for product warranty and other
liabilities.  Actual results could differ from those estimates.

Cash Equivalents - The Company considers all highly liquid debt
instruments with maturities at the date of purchase of three months or less to
be cash equivalents.

Restricted Cash - As of December 31, 2001 and 2002, there was
$25,000 cash held in a certificate of deposit for letters of credit used as
security on purchases from a vendor, and $409,000 of cash held in an escrow to
retain key employees.



Investments - Investment  in privately held company is stated at fair
value.  Investment in publicly held company is stated at fair value based on
Nasdaq's quoted market prices. Investments are classified as available-for-sale
based on the Company's intended use. The difference between amortized cost and
fair value representing unrealized holding gains or losses, net of deferred
taxes, are recorded as a component of stockholders' equity as accumulated other
comprehensive income (loss). Gains and losses on sales of investments are
determined on a specific identification basis.

The Company performs periodic reviews of their investments for impairment.
Investments in publicly held companies are generally considered impaired when a
decline in the fair market value of an investment, as measured by quoted market
prices, is less than its carrying value and such decline is not considered
temporary.  Investments in privately held companies are considered impaired when
a review of the investee's operations and other indicators indicate that the
carrying value of the investment is not likely to be recoverable.  Such
indicators used to evaluate impairment include, but are not limited to, capital
resources, prospects of receiving additional financing, and prospects for
liquidity of the related securities.  In 2001, the Company recorded a non-cash,
other-than-temporary write down of $769,000 related to the impairment of one of
its investments in a publicly traded company.  In the first quarter of 2002, we
recorded $1,000,000 related to the impairment of our investment in a privately
held company as we judged the decline in the investment's value to be other than
temporary.

Other Accounts Receivable - Other accounts receivable consists of
receivables due from third party outsource manufacturers for the sale of
component inventories used by the manufacturers in the production of the
Company's product.

Inventories - Inventories consist of networking equipment, modems
and sub-assemblies stated at the lower of cost (first-in, first-out method) or
market.

Property and Equipment - Property and equipment are stated at cost.
Depreciation is computed using the straight-line method over the estimated
useful lives of the assets, generally three to seven years. Amortization of
leasehold improvements and assets recorded under capital lease agreements are
computed using the straight-line method over the shorter of the lease term or
the estimated useful lives of the related assets.

Intangible Assets - Intangibles assets are amortized on a
straight-line basis over useful lives of three to five years.

Long-Lived Assets - The Company evaluates long-lived tangible and
intangible assets for impairment using a discounted cash flows method whenever
events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. On January 1, 2002, Com21 adopted SFAS No. 144
"Accounting for Impairment or Disposal of Long-Lived Assets."  SFAS No. 144
supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to be Disposed Of", and addresses financial accounting and
reporting for the impairment or disposal of long-lived assets.  The adoption of
SFAS No. 144 had no impact on Com21's consolidated financial position, results
of operations or cash flows.

In June 2000, the Company entered into a 43-month development agreement with
a third party for a cash payment of $2,250,000 which was recorded as an asset at
the time the payment was made.  In December 2000, in accordance with Statement
of Financial Accounting Standards (SFAS) No. 121, Accounting for the Impairment
of Long-Lived Assets To Be Disposed Of, the Company recorded an impairment
charge of $2,518,000 as research and development expense in the accompanying
consolidated statement of operations and comprehensive loss for 2000.  The
amount consisted of the remaining net book value of the initial payment as well
as noncancelable commitments to purchase materials for the development project.
Such assets were determined to be impaired based on a comparison of the carrying
amount of such assets to future undiscounted cash flows expected to be generated
by the asset.  As the development project was canceled with undeveloped product,
there were no future cash flows.

Income Taxes - The Company accounts for income taxes under an asset
and liability approach. Deferred income taxes reflect the net tax effects of
temporary differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax purposes, and
operating loss and tax credit carryforwards measured by applying currently
enacted tax laws. Valuation allowances are provided when necessary to reduce net
deferred tax assets to an amount that is more likely than not to be
realized.

Certain Significant Risks and Uncertainties - The Company participates
in a dynamic high technology industry and believes that changes in any of the
following areas could have a material adverse effect on the Company's future
consolidated financial position, results of operations or cash flows: advances
and trends in new technologies and industry standards; competitive pressures in
the form of new products or price reductions on current products; changes in
product mix; changes in the overall demand for products offered by the Company;
changes in third-party manufacturers or key suppliers; changes in certain
strategic relationships or customer relationships; litigation or claims against
the Company based on intellectual property, patent, product, regulatory or other
factors; risks associated with changes in domestic and international economic
and/or political conditions or regulations; availability of necessary
components; the Company's ability to obtain additional capital to support
operations; and the Company's ability to attract and retain employees necessary
to support its growth.

Since inception, the Company has incurred net losses and has an
accumulated deficit of $279,447,000 at December 31, 2002.  If profitability is
not achieved in the near term, it could have a material adverse effect on the
Company's consolidated financial position, results of operations or cash flows.

Financial instruments which potentially subject the Company to
concentrations of credit risk consist primarily of cash and cash equivalents,
investments and accounts receivable. Cash and cash equivalents are held
primarily with two financial institutions and consist primarily of cash in bank
accounts. The Company's investment policy is to invest in instruments with
minimum credit ratings of A-1/P-1 (Short-Term) or AA (Long-Term) and in
strategic equity investments requiring Board of Directors approval. The Company
sells its products primarily to cable operators in North America and to systems
integrators in Europe, Asia and South/Central America, and generally does not
require its customers to provide collateral or other security to support
accounts receivable. To reduce credit risk, management performs ongoing credit
evaluations of its customers' financial condition. The Company maintains
allowances for estimated bad debt losses. The recorded carrying amount of cash
and cash equivalents, investments, accounts receivable, accounts payable, and
debt obligations approximates fair value.

The Company's customer base is highly concentrated.  A relatively small
number of customers have accounted for a significant portion of the Company's
net revenues and the Company expects that this trend will continue for the
foreseeable future.  For the years ended December 31, 2000, 2001 and 2002, the
top five customers comprised 47%, 54% and 56%, respectively, of the Company's
net revenues.

Revenue Recognition - The Company recognizes revenue when persuasive
evidence of an arrangement exists, delivery has occurred or services have been
rendered, the price is fixed and determinable, and collectibility is reasonably
assured.  The Company generates revenue from the sale of products and related
services to its customers.

Product revenue is generated from the sale of broadband access equipment
embedded with software that is essential to its functionality, and accordingly,
the Company accounts for these transactions in accordance with SEC Staff
Accounting Bulletin (SAB) No. 101, Revenue Recognition in Financial Statements,
and Statement of Position (SOP) 97-2, Software Revenue Recognition.  Product
revenue is recognized when there is persuasive evidence of an arrangement
exists, delivery has occurred, risk of loss has passed, the price is fixed or
determinable, and collectability is reasonably assured.  Estimated sales returns
and warranty costs, based on historical experience by product, are recorded at
the time product revenue is recognized.

Service revenue is generated from the sale of training and postcontract
customer support and maintenance agreements (PCS) associated with the broadband
access equipment.  The Company also accounts for these transactions in
accordance with SAB No. 101 and SOP 97-2, and as such, recognizes revenue when
all of the related revenue recognition criteria are met which is: (i) at the
time the training service is delivered; and (ii) ratably over the term of the
PCS agreement.  Service revenue has been less than 10% of net revenues for all
periods presented in the accompanying consolidated statements of operations and
comprehensive loss.

In multiple element arrangements where there are undelivered elements at
the time of product shipment, the relative fair value of the delivered product
is recognized at the time of shipment and the relative fair value of the
undelivered elements is deferred and recognized as the elements are delivered.

Software Development Costs - Development costs incurred in the
research and development of new software products and enhancements to existing
software products are expensed as incurred until technological feasibility has
been established, at which time certain development costs required to attain
general production release would be capitalized. To date, the Company's software
development has essentially been completed concurrent with the establishment of
technological feasibility, and accordingly, no costs have been capitalized.

Stock-Based Compensation - In December 2002, the Financial Accounting
Standards Board ("FASB") issued Statement of Financial Accounting
Standards ("SFAS") No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure - an amendment of SFAS No. 123."
SFAS No. 148 amends SFAS No. 123, "Accounting for Stock-Based
Compensation," to provide alternative methods of transition for a voluntary
change to the fair value based method of accounting for stock-based employee
compensation. In December 2002, the Company adopted the disclosure requirements
of SFAS No. 148 which requires disclosures in both annual and interim financial
statements about the method of accounting for stock-based employee compensation
and the effect of the method used on reported results.  The Company continues to
account for stock-based compensation using Accounting Principles Board Statement
(APB) No. 25, Accounting for Stock Issued to Employees.  We will adopt the
disclosure provisions of SFAS No. 148 in the first quarter of fiscal 2003.  We
have not yet determined the effect that the transition provisions of SFAS No.
148 would have on our operating results or financial position, if any.



Foreign Currency - The functional currency of the Company's
foreign subsidiaries is the U.S. dollar.  Accordingly, all monetary assets and
liabilities are translated at the current exchange rate as of the balance sheet
date, nonmonetary assets and liabilities are translated at historical rates and
revenues and expenses are translated at average exchange rates in effect during
the period.  Translation gains and losses, which are included in other income
(expense) - net in the accompanying consolidated statements of operations and
comprehensive loss, were not significant in 2001, and was a loss of $628,000 and
$192,000 in 2000 and 2002, respectively.

Comprehensive Loss - In accordance with SFAS No. 130, Reporting
Comprehensive Income, the Company reports by major components and as a single
total, the change in net assets during the period from nonowner sources in a
consolidated statement of comprehensive loss which has been included with the
consolidated statements of operations.  Accumulated other comprehensive income
in the accompanying consolidated balance sheets consists entirely of unrealized
gains and losses on available-for-sale investments for all periods
presented.

Net Loss Per Share - Basic earnings per share, or EPS, excludes
dilution and is computed by dividing net income attributable to common
stockholders by the weighted average of common shares outstanding for the
period. Diluted EPS reflects the potential dilution that could occur if
securities or other contracts to issue common stock (restricted stock, common
stock options and warrants using the treasury stock method) were exercised or
converted into common stock. Potential common shares in the diluted EPS
computation are excluded in net loss periods as their effect would be
antidilutive.

New Accounting Standards - In June, 2001, the FASB issued Statement of
Financial Accounting Standards (SFAS) No. 141 "Business Combinations".  SFAS No.
141 requires that all business combinations initiated after June 30, 2001 be
accounted for under the purchase method and addresses the initial recognition
and measurement of goodwill and other intangible assets acquired in a business
combination.  The adoption of SFAS No. 141 had no effect on Com21's consolidated
financial position, results of operations or cash flows.

On January 1, 2002, Com21 adopted SFAS No. 142, "Goodwill and Other
Intangible Assets."  SFAS No. 142 addresses the initial recognition and
measurement of intangible assets acquired outside of a business combination and
the accounting for goodwill and other intangible assets after their acquisition.
SFAS No. 142 provides that intangible assets with finite useful lives be
amortized and that goodwill and intangible assets with indefinite lives not be
amortized, but rather tested at least annually for impairment.  In accordance
with SFAS No. 142, Com21 ceased amortizing goodwill totaling $3,570,000 as of
the beginning of fiscal 2002.

During the second quarter of 2002, we reevaluated the goodwill due to
indicators of impairment including substantial decreases in ATM related revenues
and future projections.  Com21 performed a valuation of the ATM reporting unit
and allocated the fair value to all of the assets and liabilities of that unit,
including any unrecognized intangible assets.  Based on this allocation, there
was no excess fair value over the amounts assigned to the unit's assets and
liabilities, and therefore no implied goodwill.  As a result of this valuation,
we wrote off the remaining goodwill of $3,570,000, associated with the ATM
business unit.



On January 1, 2002, Com21 adopted SFAS No. 144 "Accounting for Impairment or
Disposal of Long-Lived Assets."  SFAS No. 144 supersedes SFAS No. 121,"Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of", and addresses financial accounting and reporting for
the impairment or disposal of long-lived assets.  The adoption of SFAS No. 144
had no impact on Com21's consolidated financial position, results of operations
or cash flows.

In June 2002, the FASB issued SFAS 146, "Accounting for Costs Associated with
Exit or Disposal Activities," which addresses financial accounting and reporting
for costs associated with exit or disposal activities and supersedes Emerging
Issues Task Force (EITF) Issue 94-3, "Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an Activity (including Certain
Costs Incurred in a Restructuring)."  SFAS 146 requires that a liability for a
cost associated with an exit or disposal activity be recognized when the
liability is incurred. Under EITF 94-3, a liability for an exit cost as defined
in EITF 94-3 was recognized at the date of an entity's commitment to an exit
plan. SFAS 146 also establishes that the liability should initially be measured
and recorded at fair value. The Company will adopt the provisions of SFAS 146
for exit or disposal activities that are initiated after December 31, 2002.



In November 2002, the EITF reached a consensus on Issue No. 00-21 "Accounting
for Revenue Arrangements with Multiple Deliverables". The EITF concluded that
revenue arrangements with multiple elements should be divided into separate
units of accounting if the deliverables in the arrangement have value to the
customer on a standalone basis, if there is objective and reliable evidence of
the fair value of the undelivered elements, and as long as there are no rights
of return or additional performance guarantees by the Company. The provisions of
EITF Issue No. 00-21 will be effective for fiscal periods beginning after June
15, 2003. We are currently determining what effect, if any, the provisions of
EITF Issue No. 00-21 will have on our operating results or financial
condition.

In November 2002, the FASB issued FASB Interpretation ("FIN") No. 45,
"Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others". FIN No. 45 elaborates on the
disclosures to be made by a guarantor about its obligations under certain
guarantees it has issued and clarifies the accounting for such guarantees.   We
adopted the disclosure requirements of FIN No. 45 in the fourth quarter of
fiscal 2002 (see Note 8 in the consolidated financial statements concerning the
reserve for warranty costs).  The recognition and measurement provisions will be
applied to guarantees issued or modified after December 31, 2002.  We have not
yet determined the impact, if any, of the adoption of FIN No. 45.

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure - an amendment of FASB Statement No.
123". SFAS No. 148 provides alternative methods of transition for a voluntary
change to the fair value based method of accounting for stock-based employee
compensation and amends the related existing disclosure requirements. As more
fully described in Notes 1 and 10, the Company accounts for its stock-based
compensation under the recognition and measurement principles of Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees".  We
will adopt the disclosure provisions of SFAS No. 148 in the first quarter of
fiscal year 2003.  We have not yet determined the effect that the transition
provisions of SFAS No. 148 would have on our operating results or financial
position, if any.

2. Investments

The amortized cost and the fair value of available-for-sale securities
are presented in the tables below:

`December 31, 2001
                                             ----------------------------------
                                                         Unrealized
                                                         Holding
                                             Amortized   Gains          Fair
                                                Cost     (Losses)      Value
                                             ----------  ----------  ----------
                                                     (in thousands)
Corporate equity securities................ $    2,037  $       --  $    2,037
                                             ==========  ==========  ==========
Reported as:
  Short-term  investments.......................................... $       37
  Long-term  investments...........................................      2,000
                                                                     ----------
          Total.................................................... $    2,037
                                                                     ==========

                                                     December 31, 2002
                                             ----------------------------------
                                                         Unrealized
                                             Amortized   Holding        Fair
                                                Cost     Gains         Value
                                             ----------  ----------  ----------
                                                     (in thousands)
Corporate equity securities................ $    1,037  $       49  $    1,086
                                             ==========  ==========  ==========
Reported as:
  Short-term  investments.......................................... $       86
  Long-term  investments...........................................      1,000
                                                                     ----------
          Total.................................................... $    1,086
                                                                     ==========`



During 2002, the Company recorded $1,000,000 related to the impairment of our
investment in a privately held company during our periodic review of our
investments for impairment. During our review in the first quarter of 2002, we
noted the company we invested in had its financial position severely weakened
due to slow demand for its products during 2002.  Additionally, our investment
was not liquid as we had no ability to transfer or sell the shares without the
companies approval and therefore we had no way to receive partial value for our
investment.  As the companies financial position was weak, and we had no way of
extracting value from the shares, we judged that the investment had an
impairment of value that was other than temporary and therefore the investment
was written off during the first quarter of 2002.

3. Inventories

Inventories consist of:

`December 31,
                                             ----------------------
                                                2001        2002
                                             ----------  ----------
                                                (in thousands)
Raw materials and sub-assemblies........... $    5,719  $    1,690
Work-in-process ...........................        909       1,502
Finished goods ............................     11,707       5,082
                                             ----------  ----------
                                            $   18,335  $    8,274
                                             ==========  ==========`



4. Property and Equipment



Property and equipment consists of:

`December 31,
                                                         ----------------------
                                                            2001        2002
                                                         ----------  ----------
                                                            (in thousands)
Equipment under capital lease..............             $      476  $      476
Computer equipment and software............                 12,445      12,373
Production equipment.......................                  7,768       7,554
Leasehold improvements.....................                  1,021         904
Furniture and fixtures.....................                  1,167       1,147
                                                         ----------  ----------
                                                            22,877      22,454
Accumulated depreciation and amortization..                (15,512)    (18,194)
                                                         ----------  ----------
          Total............................             $    7,365  $    4,260
                                                         ==========  ==========`



Accumulated amortization on equipment under capital lease as of December 31,
2001 and 2002 was $161,000 and $306,000, respectively.

5.	Acquisitions



In July 2000, the Company acquired GADline, Ltd., or GADline, a developer
and manufacturer of fully managed networking solutions that deliver high-speed
data and telephony services over a hybrid fiber coaxial infrastructure, and
BitCom, Inc. (BitCom), an engineering consulting and development company
specializing in wired and wireless telecommunications, satellite and networking
engineering.  Both transactions were accounted for as purchases.

To acquire GADline, the Company issued 2,281,750 shares of Com21 common
stock with a fair value of $67,342,000 to the GADline shareholders and converted
all outstanding GADline options into options to purchase 168,193 shares of Com21
common stock with a fair value of $3,205,000.  In addition, the Company assumed
the operating assets and liabilities of GADline and incurred acquisition
expenses of $3,060,000.  In connection with the acquisition, the Company
recorded $61,112,000 of intangible assets which were amortized over useful lives
of three to five years.  The Company also recorded a one-time charge of
$8,823,000 in 2000 for purchased in-process technology.

To acquire BitCom, the Company paid $4,000,000 in cash to the BitCom
shareholders, converted all outstanding BitCom options into options to purchase
100,000 shares of Com21 common stock with a fair value of $1,478,000, and paid
acquisition expenses of $200,000.  In connection with the acquisition, the
Company recorded $5,636,000 of intangible assets which are being amortized over
a five-year useful life.

Unaudited Pro Forma Financial Results

The operating results of GADline and BitCom have been included in the
accompanying consolidated statement of operations and comprehensive loss since
their acquisition date.  The following unaudited pro forma consolidated results
of operations have been prepared assuming the acquisitions occurred at the
beginning of December 31, 2000.  The following unaudited pro forma financial
information is not necessarily indicative of the actual results that would have
occurred had the acquisitions been completed at the beginning of 2000, nor is it
indicative of future operating results (in thousands except per share data):

`Total revenues..................................             $  196,824
Net loss........................................             $  (59,384)
Net loss per share, basic and diluted...........             $    (2.44)
Shares used in computation, basic and diluted...                 24,346`



The pro forma results of operations give effect to certain adjustments,
including amortization of purchased intangibles, goodwill, and deferred stock
compensation associated with the acquisition.  The $8,823,000 charge, in 2000,
for purchased in-process research and development has been excluded from the pro
forma results, as it is a material non-recurring charge.

6.  Goodwill and Other Intangible Assets

On January 1, 2002, Com21 adopted Statement of Financial
Accounting Standards (SFAS) No. 142, "Goodwill and Other Intangible Assets." In
accordance with SFAS No. 142, we ceased amortizing goodwill totaling $3,570,000
as of the beginning of fiscal 2002.   The following table presents the impact of
SFAS No. 142 on net loss and net loss per share had the standard been in effect
beginning of 2000:

`Years Ended December 31,
                                                         -------------------------------------
                                                            2000         2001         2002
                                                         -----------  -----------  -----------
                                                                      (in thousands except per


Net loss, as reported.................................. $   (56,056) $  (126,252) $   (38,123)
Add back amortization of:
     Goodwill..........................................       4,815        4,696           --
     Tradename and workforce in place previously
          classified as intangible asset...............         321          268           --
                                                         -----------  -----------  -----------
Net loss, as adjusted.................................. $   (50,920) $  (121,288) $   (38,123)
                                                         ===========  ===========  ===========

Net loss per share, basic and diluted, as reported..... $     (2.42) $     (4.67) $     (1.35)
Add back amortization of:
     Goodwill..........................................        0.21         0.17           --
     Tradename and workforce in place previously
          classified as intangible asset...............        0.01         0.01           --
                                                         -----------  -----------  -----------
Net loss per share, basic and diluted, as adjusted..... $     (2.20) $     (4.49) $     (1.35)
                                                         ===========  ===========  ===========`



We performed our transition impairment test of goodwill as of January 1, 2002
and determined that there was no impairment upon adoption of SFAS No. 142.
During the second quarter of 2002, we reevaluated the goodwill due to indicators
of impairment including substantial decreases in ATM related revenues and future
projections.  Com21 performed a valuation of the ATM reporting unit and
allocated the determined fair value to all of the assets and liabilities of that
unit, including any unrecognized intangible assets.  Based on this allocation,
there was no excess fair value over the amounts assigned to the unit's assets
and liabilities, and therefore no implied goodwill.  As a result of this
valuation, we wrote off the remaining goodwill of $3,570,000, associated with
the ATM business unit.

7.  Debt Obligations

Debt obligations consist of:

`December 31,
                                                  ----------------------
                                                     2001        2002
                                                  ----------  ----------
                                                      (in thousands)
Line of credit.................................. $    6,000  $       --
Notes payable...................................         --      11,504
                                                  ----------  ----------
Total........................................... $    6,000  $   11,504
                                                  ==========  ==========`



Line of Credit - Com21 entered into a borrowing agreement in December
2001 which consisted of a revolving line of credit for working capital purposes,
and a $10,000,000 letter of credit facility which can be utilized as security
for a contract manufacturer. The letter of credit facility was drawn by one of
the contract manufacturers in July 2002. The revolving line of credit was
cancelled by both parties in August 2002.

Notes Payable - In March 2002, Com21 executed two promissory notes
with its two contract manufacturers for all net accounts payable owed to the
contract manufacturer and all excess materials purchased by the contract
manufacturer for Com21's product. These notes totaled $22,518,000, bore interest
at an average rate ranging from 8% to 10% and mature in December 2003 and May
2004. During July 2002, the letter of credit for $10,000,000 was drawn by one of
the contract manufacturers, reducing both the restricted cash and the related
note payable by $10,000,000. At December 31, 2002, Com21 had $11,504,000
outstanding under the notes, which is due in monthly installments though
December 31, 2003 and May 30, 2004.

We are currently in default on both of the promissory notes, as we did not
make scheduled payments.  We are continuing to record an accrual for interest
associated with the promissory notes as we are seeking to renegotiate the notes
with the contract manufacturer and resolve the matter.

In connection with the above contract manufacturer agreements, we issued
warrants to purchase a total of 350,000 shares of common stock at a weighted
average price of $1.22 per share.  The warrants are immediately exercisable and
expire in March 2005.  The fair value of these warrants in the amount of
$219,000 was recognized as cost of revenues in the accompanying condensed
consolidated statement of operations and comprehensive loss for the first
quarter of 2002.  Com21 determined the fair value of the warrants using the
Black-Scholes option pricing model over the contractual terms of the warrants
with the following weighted average assumptions: stock volatility, 75%; risk
free interest rate, 3.89%; and no dividends during the contractual terms.  None
of the warrants have been exercised, and all remain outstanding at December 31,
2002.

8.  Accrued Warranties

Com21 sells product under warranty.  The warranty for modems are for five
years, and for system related products are for one year.  A summary of the
accrued warranty, which is part of other currently liabilities, for the year
ended December 31, 2002 is as follows (in thousands):

`Balance at                          Balance at
                                 December 31,                        December 31,
                                     2001      Provision  Utilized       2002

Accrued warranty............... $      1,223  $   1,973  $  (2,737) $        459
                                 ============  =========  =========  ============`

9.  Restructuring Charges

During 2001, Com21 announced a number of programs to reduce operating
expenses.  These programs were designed to prioritize Com21's initiatives around
high-growth areas of the business, focus on profit contribution and reduce
expenses and capital spending.  These restructuring programs included workforce
reductions, reorganization and closure of certain business functions and
consolidation of excess facilities.  As a result of the restructuring efforts,
Com21 recorded restructuring charges totaling $69,320,000 and $3,775,000 for the
year ended December 31, 2001 and 2002, respectively.

A summary of the accrued restructuring charges for the year ended December
31, 2001 and 2002 are as follows (in thousands):

`2001                   Balance at
                                                       Restructuring             December 31,
                                                         Provision    Utilized       2001

Workforce reduction....................               $       1,212  $  (1,142) $          70
Closure of Maryland development center.                       4,704     (4,704)            --
Spin-off of voice system division......                      55,647    (55,647)            --
Exiting excess facilities..............                       7,757     (2,645)         5,112
                                                       -------------  ---------  -------------
     Total.............................               $      69,320  $ (64,138) $       5,182
                                                       =============  =========  =============


                                          Balance at                              Balance at
                                         December 31,                            December 31,
                                             2001        Provision    Utilized       2002

Workforce reduction.................... $         70  $         545  $    (580) $          35
Closure of excess facilities...........        5,112          3,480       (232)         8,360
                                         ------------  -------------  ---------  -------------
     Total............................. $      5,182  $       4,025  $    (812) $       8,395
                                         ============  =============  =========  =============`

Workforce Reduction - The restructuring programs resulted in the
reduction of approximately 143  and 60 employees, respectively, across all
business functions and operating units, including employees of the wireless
business unit, Maryland development center and corporate headquarters during
2001 and 2002.  The remaining $35,000 accrual at December 31, 2002 related to
severance and fringe benefits to be disbursed in the first quarter of
2003.



Closure of the Wireless Business Unit



Closure of the Maryland Development Center (formerly known as BitCom)
- As Com21 consolidated its facilities and focused on reducing expenses, the
development of ATM products was transferred from the Maryland development center
to the facility in Cork, Ireland in April 2001.  The Maryland development center
was then closed and all employees terminated in May 2001.This closure resulted in a restructuring
charge in 2001 of $4,704,000 resulting primarily from the acceleration of
deferred stock compensation related to stock awards given to employees upon
termination.

Spin-off of the Voice Systems Division (formerly known as GADline) -
In June 2001, Com21 sold the voice systems division to the division's management
team and recorded a restructuring charge of $55,647,000.  Of the amount,
$36,028,000 related to the impairment of goodwill, measured as the amount by
which the carrying amount exceeded the present value of the estimated future
cash flows for goodwill.  The goodwill originated in 2000 in the GADline
acquisition.  The goodwill related primarily to voice technology still in
development at the time of the acquisition. Com21 does not plan to continue to
fund this technology, to develop alternative technology or to integrate any
existing GADline voice technology in future products.  As there would be no
future benefit to Com21 from the GADline business, the remaining net book value
of $36,028,000 of goodwill was written off at the time of the sale.

Through a review of Com21's existing product portfolio and future product
roadmap, management determined at the time of the sale, the technologies
purchased from GADline were not and would not be utilized in Com21 products
subsequent to the sale.  The technology behind GADline products included a cable
modem designed by GADline, and an end-to-end network system providing voice and
data services over cable television lines.  As Com21 will not integrate these
technologies into its product portfolio, and the rights to these technologies
and these products were sold to the purchasers of the voice systems division,
the intangible asset of $12,374,000 associated with the purchased technology was
written off.

In connection with the sale, the Company also wrote off $2,351,000 of
acquired intangibles associated with acquired workforce-in-place, tradename and
customer base, as Com21 expects no future cash flows associated with these
intangible assets.

The remaining $4,894,000 of the charge associated with the sale of the voice
systems division includes a cash payment to the buyers of $1,570,000, which was
paid at the time of separation and disposal of net intangible assets.  In 2001,
the Company determined that a note receivable from GADline of $250,000 was not
collectible; therefore, the amount was written off and charged to restructuring
expense.  During 2002, the Company received a payment for the note which was
recorded as an offset to restructuring expense.

Exiting of Excess Facilities - In connection with the restructure
actions, the Company exited the wireless business unit facility in Long Island,
New York; the Maryland development center in Germantown, Maryland; and a
building in Milpitas, California in the second quarter of 2001. Com21 recorded a
charge of $7,757,000 related primarily to the net rental expense on non-
cancelable leases, the write-off of fixed assets and leasehold improvements
associated with the exit activity.  Amounts accrued in association to non-
cancelable leases relate only to the items that the Company believes it will be
obligated to pay but does not include amounts for related late payment charges.
The Company believes it will be obligated to pay but does not include amounts
for related late payment charges.  As a result of changing real estate market
conditions in California, Com21 revised the assumptions related to the timeframe
to sublease the Milpitas building, resulting in an additional provision of
$3,115,000 in 2002 which was offset by a $135,000 reversal of the accrual for
the Long Island facility resulting from entering into a sublease agreement with
a third party.

In the first quarter of 2002, Com21 identified excess facility spaces in The
Netherlands and the Ireland offices and made the excess capacity available for
sublease.  As a result, Com21 recorded an additional charge of $374,000 related
primarily to the net rental expense on non-cancelable leases and the write-off
of leasehold improvements associated with the buildings.  As a result of
changing real estate market conditions, Com21 revised the assumptions  in the
fourth quarter of 2002 related to the timeframe to sublease the Netherlands and
Ireland offices, resulting in an additional provision of $127,000 in 2002.

We expect to pay the remaining accrued lease obligations of  $5,818,000, net
of estimated sublease income, over the next eight years.

9.  Commitments and Contingencies

The Company leases its facilities and certain equipment under
noncancelable capital and operating leases. The Company leases its primary
facilities under a noncancelable operating lease which expires in August 2004.

In 2000, the Company's Irish subsidiary entered into two operating lease
agreements for research and development facilities with terms of 20 years and 25
years.  Under both leases, rental payments are subject to review and
renegotiation every five years.  The subsidiary can also terminate the leases,
subject to penalty provisions, at the end of the tenth year on the 20-year lease
and at the end of the fifth or tenth years on the 25-year lease.

Future minimum lease payments under capital and operating leases and the
present value of minimum lease payments under capital leases as of December 31,
2002 are as follows:

`Capital    Operating
Year Ending December 31,                                   Leases      Leases
-------------------------------------------              ----------  ----------
                                                            (in thousands)
2003.......................................             $      172  $    4,103
2004.......................................                     37       3,920
2005.......................................                     --       2,088
2006.......................................                     --         173
2007.......................................                     --         173
Thereafter.................................                     --         577
                                                         ----------  ----------
Future minimum lease payments..............                    209  $   11,034
Amounts representing interest (9% to 11%)..                    (12)  ==========
                                                         ----------
Present value of future minimum lease payme             $      197
                                                         ==========`



The Company subleases certain of its office to third parties. If the
subleasees fail to make the payments, the Company would be liable for an
additional $640,000 over the next three years.

Rent expense incurred under the operating leases was $2,924,000, $3,014,000
and $1,312,000 for the years ended December 31, 2000, 2001 and 2002,
respectively. Rent expense under the facilities leases is recognized on a
straight-line basis over the term of the leases. The difference between the
amounts paid and the amounts expensed is classified as deferred rent in the
accompanying consolidated balance sheets.

On March 11, 2002, Com21 signed an agreement with its major chip supplier to
cancel a purchase order for $10,354,000 worth of chips in exchange for an
exclusive relationship on certain components over a two-year period with no
specified volume commitment.

In March 2002, Com21 cancelled all outstanding purchase orders with its two
contract manufacturers.  In connection with the cancellation, we signed
promissory notes for existing payables to the vendors and for certain materials
held by the vendors.  Com21 is currently in default on the promissory notes to
both contract manufacturers, as scheduled payments were not made.  We are
seeking to renegotiate the notes with the contract manufacturers and resolve the
matter.

The Company is subject to various legal proceedings and claims that arise in
the normal course of business.  The Company does not believe that any current
litigation or claims will have a material adverse effect on the Company's
business, operating results or financial condition.

10.  Stockholders' Equity

During the third quarter of 2002, Com21's board of directors adopted a
stockholder rights plan and distributed one right for each outstanding share of
common stock held by stockholders of record as of August 7, 2002.  The rights
plan was put in place to prevent a take-over without first negotiating with our
board of directors.

Common Stock Warrants

During 2000, as consideration for services provided under two product
development agreements, the Company issued warrants to purchase a total of
75,000 shares of common stock at a weighted average exercise price of $20.40 per
share. The fair value of these warrants in the amount of $832,000 was recognized
as research and development expense in 2000.  The Company determined the fair
value of the awards using the Black-Scholes option pricing model over the
contractual term of the warrants with the following weighted average
assumptions: stock volatility, 75%; risk free interest rate, 6.5%; and no
dividends during the expected term.  The warrants were expired at December 31,
2002.

In connection with the renegotiation with the two former contract
manufacturers agreement, we issued warrants to purchase a total of 350,000
shares of common stock at a weighted average price of $1.22 per share.  The
warrants are immediately exercisable until expiration in March 2005.  The fair
value of these warrants in the amount of $219,000 was recognized as cost of
revenues in the first quarter of 2002.  Com21 determined the fair value of the
warrants using the Black-Scholes option pricing model over the contractual terms
of the warrants with the following weighted average assumptions: stock
volatility, 75%; risk free interest rate, 3.89%; and no dividends during the
contractual terms.  None of the warrants have been exercised, and all remain
outstanding at December 31, 2002.

Common Stock

In 2001, Com21 issued an additional 194,726 shares of common stock to former
GADline shareholders upon completion of certain predefined development
milestones included in the share purchase agreement.  The common stock was
valued on the measurement date at $1,070,000 and recorded as additional
goodwill.  All remaining unearned milestone shares expired during the quarter
ended March 31, 2001.

In 2001, Com21 issued an additional 50,000 shares of common stock to former
BitCom employees upon completion of certain product development milestones
defined in the purchase agreement.  These shares were valued on the measurement
date at $263,000 and recorded as stock-based compensation. All remaining
unearned milestone shares expired during the quarter ended March 31, 2001.

In 2001, Com21 completed an equity financing with Fletcher International
Limited (Fletcher).  Pursuant to a subscription agreement, dated February 28,
2001, Fletcher agreed to purchase 2,450,000 shares of Com21's common stock at a
price of $3.1227 per share and a warrant to acquire up to an additional
3,505,981 shares of Com21's common stock. The warrants are exercisable for a
period of seven years from the date of issuance at the exercise price of $9.0951
per share. The proceeds from the financing were allocated to the common stock
and the warrants based on their relative fair values.  Com21 determined the fair
value of the warrants using the Black-Scholes option pricing model over the
contractual term of the warrants with the following weighted average
assumptions: stock volatility, 75%; risk free interest rate, 5.4%; and no
dividends during the expected term.  Net cash proceeds from the private equity
financing were $6,864,000.

In 2001, Com21 issued 50,000 shares of common stock to an employee in lieu of
a bonus.  These shares were valued on the measurement date at $127,000 and
recorded as stock-based compensation.

Net Loss Per Share

The following is a reconciliation of the numerators and denominators of the
basic and diluted net loss per share computations:

`Years Ended December 31,
                                                             ----------------------------------
                                                                2000        2001        2002
                                                             ----------  ----------  ----------
                                                           (in thousands, except per share amoun

Net Loss (Numerator):
     Net loss, basic and diluted........................... $  (56,056) $ (126,252) $  (38,123)
                                                             ----------  ----------  ----------
Shares (Denominator):
     Weighted average common shares outstanding............     23,256      27,232      28,290
     Weighted average common shares outstanding subject to
        repurchase or forfeiture...........................       (133)       (201)         --
                                                             ----------  ----------  ----------
     Shares used in computation, basic and diluted.........     23,123      27,031      28,290
                                                             ----------  ----------  ----------
Net loss per share, basic and diluted...................... $    (2.42) $    (4.67) $    (1.35)
                                                             ==========  ==========  ==========`



During 2000, 2001 and 2002, the Company had securities outstanding which
could potentially dilute basic EPS in the future, but were excluded in the
computation of diluted EPS in such periods, as their effect would have been
antidilutive due to the net loss reported in such periods. Such outstanding
securities consist of the following at December 31, 2002: warrants to purchase
3,855,981 shares of common stock; and options to purchase 5,979,960 shares of
common stock.

Equity Plans

Under the 1998 Stock Incentive Plan (the 1998 Stock Plan), the Company is
authorized to issue shares of common stock to employees, directors and
consultants under five separate programs: Discretionary Option, Stock Issuance,
Salary Investment Option Grant, Automatic Option Grant and Director Fee Option
Grant. The number of shares reserved for issuance under the 1998 Stock Plan
automatically increases at the beginning of each calendar year by an amount
equal to 5% of the total number of shares of common stock outstanding at the end
of the preceding year (1,419,718 shares on January 2, 2003). The Discretionary
Option Program of the 1998 Stock Plan provides for the grant of incentive stock
options and nonstatutory stock options to employees and consultants at prices
not less than the fair market value at the date of grant.  These options
generally vest and become exercisable 25% after the first 12 months from the
date of grant and then ratably over a 36-month period. Options granted under the
1998 Stock Plan generally expire ten years from the date of grant.

Under the 2000 Stock Option Plan  (the 2000 Stock Plan), the Company is
authorized to issue up to 3,000,000 shares of common stock to employees,
directors and consultants as discretionary option awards.  The 2000 Stock Plan
only provides for common stock issuance under a Discretionary Option Program
which provides for awards under terms that are substantially comparable to stock
option awards under the 1998 Stock Plan.



Stock option activity under the equity plans was as follows:

`Weighted
                                               Shares                   Average
                                              Available   Number of    Exercise
                                              for Grant     Shares       Price
                                             ----------- ------------  ---------
Balances, January 1, 2000 (1,124,453
   shares vested at a weighted average
   price of $5.03 per share)................    101,154    3,903,129  $   13.85
Reserved....................................  2,580,959           --         --
Granted (weighted average fair value of
   $12.54 per share)........................ (4,556,623)   4,556,623      19.75
Canceled....................................  2,119,892   (2,119,892)     19.10
Repurchased.................................    196,733           --         --
Exercised...................................         --     (637,472)      5.47
                                             ----------- ------------
Balances, December 31, 2000 (1,147,269
   shares vested at a weighted average
   price of $10.90 per share)...............    442,115    5,702,388      17.55
Reserved....................................  2,734,417           --         --
Granted (weighted average fair value of
   $1.20 per share)......................... (5,373,638)   5,373,638       1.92
Canceled....................................  4,167,355   (4,167,355)     13.67
Repurchased.................................        440           --         --
Exercised...................................         --     (387,347)      0.59
Direct issuance of common stock from plan...    (50,000)          --         --
                                             ----------- ------------
Balances, December 31, 2001 (1,806,722
   shares vested at a weighted average
   price of $15.79 per share)...............  1,920,689    6,521,324       8.17
Reserved....................................  1,405,340           --         --
Granted (weighted average fair value of
   $0.55 per share)......................... (3,188,746)   3,188,746       0.91
Canceled....................................  3,613,124   (3,613,124)      7.40
Repurchased.................................         --           --         --
Exercised...................................         --     (116,986)      0.99
Direct issuance of common stock from plan...                      --         --
                                             ----------- ------------
Balances, December 31, 2002.................  3,750,407    5,979,960  $    4.90
                                             =========== ============`



Additional information regarding options outstanding at December 31, 2002 is
as follows:

`Options Outstanding            Vested Options
                     --------------------------------- ---------------------
                                 Weighted
                                 Average
                                Remaining    Weighted              Weighted
      Range of         Number   Contractual  Average                Average
      Exercise          Out-       Life      Exercise    Number    Exercise
       Prices         standing   (years)      Price      Vested      Price
-------------------- ---------- ----------  ---------- ----------  ---------
 $ 0.16 -- $0.23       129,500        9.8  $     0.17    100,000  $    0.16
 $ 0.35 -- $0.45        44,500        9.5        0.38     30,583       0.35
 $ 0.62 -- $0.93     1,592,472        9.1        0.91    549,468       0.90
 $ 0.94 -- $1.22     2,708,980        8.8        1.02  1,895,663       1.01
 $ 1.80 -- $2.00        68,000        8.4        1.98     62,915       1.99
 $ 2.38 -- $3.31        12,750        7.7        2.91      6,280       2.98
 $ 4.19 -- $5.72       280,436        8.1        4.26    114,803       4.30
 $ 6.60 -- $9.00        79,115        6.7        7.52     74,446       7.47
 $10.75 -- $16.13      474,150        7.3       13.68    335,937      13.73
 $17.13 -- $24.81      381,724        7.1       21.20    289,949      21.11
 $26.19 -- $35.06      116,000        6.9       30.18     96,275      30.15
 $47.63 -- $73.50       92,333        7.2       54.02     82,943      53.74
                     ----------                        ----------
 $ 0.16 -- $73.50    5,979,960        8.5  $     4.90  3,639,262  $    5.97
                     ==========                        ==========`



Under the 1998 Stock Purchase Plan (the 1998 Purchase Plan), eligible
employees may elect to have salary withholdings of up to 10% of their base
compensation to purchase shares of common stock at a price equal to 85% of the
lower of the market value of the stock at the beginning or end of defined
purchase periods (April and October of each year). Shares issued under the 1998
Purchase Plan were 92,556, 295,998 and 170,537 in 2000, 2001 and 2002 at
weighted average prices of $10.22, $1.30 and $0.47 per share, respectively. The
weighted average fair value of the shares issued under the 1998 Purchase Plan in
2000, 2001 and 2002 was $11.14, $0.47 and $0.17 per share, respectively.

At December 31, 2002, the Company had 652,599 shares of its common stock
reserved for future issuance under the 1998 Purchase Plan.

Deferred Stock Compensation

During 2000, the Company issued nonstatutory options to nonemployees for the
purchase of 72,500 shares of common stock at weighted average exercise prices of
$36.41 per share.  Such options originally vested over a period of one to five
years, and in accordance with SFAS No. 123, and its related interpretations, the
Company accounted for these awards under the fair value method and as variable
awards.  Accordingly, the Company recorded deferred compensation expense at the
grant date equal to the fair value of the options (using the Black-Scholes
option pricing model) on the grant date and adjusted the deferred compensation
expense at the end of each period.  The related amortization of deferred
compensation expense, which was recognized over the vesting period, was also
adjusted accordingly.

In December 2000, the Company accelerated all remaining unvested awards
to nonemployees, thereby creating a measurement date. On the measurement date,
the Company recorded the fair value associated with the remaining deferred stock
compensation as compensation expense in 2000.  The aggregate compensation
expense related to these awards in 2000 was $645,000.  Com21 determined the
value of the awards using the Black-Scholes option pricing model with the
following weighted average assumptions: expected life, contractual term; stock
volatility, 75%; risk free interest rate, 6.5%; and no dividends during the
expected term.

During 2000, 2001 and 2002, the Company issued nonstatutory options to
nonemployees for the purchase of 28,000, 135,000 and 80,000 shares of common
stock at weighted average exercise prices of $25.69, $1.03 and $0.63 per share,
respectively.  Such options were issued for services provided and were
immediately vested and exercisable.  Accordingly, the Company recorded the
$226,000, $57,000 and $40,000 fair value of such awards (using the Black-Scholes
option pricing model) as stock compensation expense.

In accordance with FASB Interpretation No. 44, Accounting for Certain
Transactions involving Stock Compensation, the Company recorded the intrinsic
value, measured as the difference between the grant price and fair market value
on the acquisition consummation date, of unvested options assumed in the GADline
acquisition as deferred compensation expense.  Such deferred stock compensation,
which aggregated $727,000, was recorded as a separate component of stockholders'
equity and was amortized over the vesting term of the related options.  In
connection with the sale of the voice systems division (formerly GADline) in
2001, the unvested options were forfeited by the employees, and accordingly, the
Company reversed the remaining unamortized deferred compensation expense
associated with these awards.

In connection with the BitCom acquisition, the Company granted 245,000 shares
of restricted common stock to former BitCom employees who executed employment
agreements with Com21.  The shares are released from restriction, in
proportionate amounts, at each of the three anniversary dates of the
acquisition.  The Company recorded deferred compensation expense of $6,049,000,
as a separate component of stockholders' equity, for the fair value of the
common shares on the issuance date and amortized the amount over the three-year
vesting period.  In connection with the closure of the Maryland development
center (formerly BitCom) in 2001, the Company released the restricted shares to
the terminated employees as part of their severance arrangements.  Accordingly,
the Company recognized the remaining unamortized amount as a part of
restructuring charges in 2001.

Additional Stock Plan Information

Since the Company continues to account for its stock-based awards to
employees using the intrinsic value method in accordance with APB No. 25, SFAS
No. 123 requires the disclosure of pro forma net income (loss) and EPS had the
Company adopted the fair value method. Under SFAS No. 123, the fair value of
stock-based awards to employees is calculated through the use of option pricing
models, even though such models were developed to estimate the fair value of
freely tradable, fully transferable options without vesting restrictions, which
significantly differ from the Company's stock option awards. These models also
require subjective assumptions, including future stock price volatility and
expected time to exercise, which greatly affect the calculated values. The
Company's fair value calculations on stock-based awards to employees were made
using the Black-Scholes option pricing model with the following weighted average
assumptions: expected life, 4.5 years from the date of grant; stock volatility,
75%; risk-free interest rate, 6.0% in 2000, 4.5% in 2001, and 3.6% in 2002; and
no dividends during the expected term. The Company's calculations are based on a
single option award valuation approach, and forfeitures are recognized as they
occur. The Company's fair value calculations on stock-based awards under the
1998 Purchase Plan were also made using the Black-Scholes option pricing model
with the following weighted average assumptions: expected life, six months;
stock volatility, 75%; risk free interest rate, 5.4% in 2000, 4.5% in 2001 and
1.8% in 2002; and no dividends during the expected term. If the computed fair
values of the employee awards had been amortized to expense over the vesting
period of the awards, pro forma net loss would have been $(73,045,000) ($(3.16)
per share, basic and diluted) in 2000, $(150,911,000) ($(5.58) per share, basic
and diluted) in 2001, and $(62,621,000) ($(2.21) per share, basic and diluted)
in 2002.

11. Income Taxes

Income tax expense for the years ended December 31, 2000, 2001 and 2002
consisted solely of state franchise taxes.

Differences between income taxes computed by applying the statutory federal
income tax rate to the loss before income taxes and the provision for income
taxes consist of the following:

`Years Ended December 31,
                                                     -------------------------------
                                                       2000       2001       2002
                                                     ---------  ---------  ---------
                                                                (in thousands)
Income taxes computed at 35% U.S. statutory rate... $ (19,612) $ (44,182) $ (13,278)
State income taxes.................................        22         19        186
Tax credits........................................    (5,059)    (1,113)      (412)
Foreign losses for which no benefit may be realized     6,110      1,833        249
Non-deductible acquisition charges.................     1,178     15,227      1,249
Non-deductible stock compensation..................     1,700         69         14
Change in valuation allowance......................    16,196     26,002     12,904
Other..............................................      (513)     2,164       (726)
                                                     ---------  ---------  ---------
Provision for income taxes......................... $      22  $      19  $     186
                                                     =========  =========  =========`

The components of deferred income tax assets are as follows:

`December 31,
                                                          ----------------------
                                                             2001        2002
                                                          ----------  ----------
                                                             (in thousands)
Deferred tax assets:
     Accruals and reserves not currently deductible..... $    7,085  $   12,065
     Capitalized research and development costs.........      4,073       3,584
     Net operating loss carryforwards...................     42,418      50,935
     Tax credit carryforwards...........................     13,358      13,166
     Capital loss carryforwards.........................      5,461       5,191
     Depreciation.......................................       (477)       (119)
                                                          ----------  ----------
Total gross deferred tax assets.........................     71,918      84,822
Valuation allowance.....................................    (71,918)    (84,822)
                                                          ----------  ----------
Total deferred tax assets............................... $       --  $       --
                                                          ==========  ==========`



The increase of $12,904,000 in the valuation allowance during the year ended
December 31, 2002 was primarily a result of increased net operating loss and tax
credit carryforwards generated in 2002. The Company provided a full valuation
allowance against the deferred tax assets based on the Company's evaluation of
the likelihood of realization of future tax benefits resulting from the deferred
tax assets.

As of December 31, 2002, the Company had available for carryforward net
operating losses for federal and state income tax purposes of $135,711,000 and
$59,626,000, respectively.  Federal net operating loss carryforwards will expire
if not utilized beginning in the years 2009 through 2022. State net operating
loss carryforwards will expire if not utilized beginning in the years 2004
through 2012.

As of December 31, 2002, the Company had available for carryforward research
and experimental tax credits for federal and state income tax purposes of
$7,620,000 and $4,909,000, respectively. Federal research and experimentation
tax credit carryforwards expire from 2009 through 2022. The Company also had
$638,000 in California manufacturers investment credits which expire from 2005
through 2012, and capital loss carryforwards of $13,400,000 for federal and
state income tax purposes which will expire in 2006.

Current Federal and California tax laws include substantial restrictions on
the utilization of net operating losses and tax credits in the event of an
"ownership change" of a corporation. Accordingly, the Company's ability to
utilize net operating loss and tax credit carryforwards may be limited as a
result of such "ownership change". Such a limitation could result in the
expiration of carryforwards before they are utilized.

12. Major Customers

The following table summarizes net revenues and net trade accounts
receivable for unaffiliated customers which accounted for 10% or more of net
revenues or net trade accounts receivable:

`Accounts Receivable           Revenues
                December 31,        Years Ended December 31,
             ------------------  ----------------------------
Customer       2001      2002      2000      2001      2002
------------ --------  --------  --------  --------  --------
A                 21 %      --        11 %      25 %      23 %
B                 --        10 %      --        --        12 %
C                 --        --        10 %      10 %      --
D                 --        10 %      --        --        --
E                 --        11 %      --        --        --
F                 --        --        12 %      --        12 %`



13. Related Party Transactions

For the year ended December 31, 2000, net revenues included sales to a
customer of $1,567,000 (with related cost of revenues of $1,225,000) of which a
member of the Company's Board of Directors was an executive officer, and sales
to a customer of $555,000 (with related cost of revenues of $363,000) in which
the Company has an equity investment in during 2000.  As of December 31, 2000,
accounts receivable included amounts from these customers of $278,000 and
$334,000, respectively.



For the year ended December 31, 2001, net revenues included sales to a
customer of $42,000(with related cost of revenues of $58,000) in which
the Company has an equity investment.  As of December 31, 2001, accounts
receivable included amounts from this customer of $63,000.

There were no related party transactions or balances at December 31,
2002.

14. Employee Benefit Plan

The Company has a defined contribution retirement plan (the Retirement
Plan), which has been determined by the Internal Revenue Service to be qualified
under Section 401(k) of the Internal Revenue Code of 1986. The Retirement Plan
covers essentially all full-time employees. Eligible employees may make
voluntary contributions to the Retirement Plan up to 15% of their annual
compensation. The Company has not made any employer contributions to the
Retirement Plan.

15. Segment Information

For the years ended December 31, 2000, 2001 and 2002, the Company
recorded revenue from customers throughout the world. The following presents net
revenues for the years ended December 31, 2000, 2001 and 2002 and long-lived
assets as of December 31, 2001 and 2002 attributed to significant countries (in
thousands):

`2000            2001                  2002
                          ---------  ---------------------  ---------------------
                             Net        Net     Long-Lived     Net     Long-Lived
                          Revenues*  Revenues*   Assets**   Revenues*   Assets**
                          ---------  ---------  ----------  ---------  ----------
United States........... $  64,365  $  28,495  $    7,266  $  18,105  $    3,973
The Netherlands.........    44,848     40,185         366     18,146         131
Other Europe............    26,015     17,588       1,840      7,947       1,247
Japan...................    30,761     26,059          --      7,188          --
Canada..................    12,580      4,968          --      2,145          --
Asia....................    10,626         34          48        477          75
South/Central America...     4,222      5,419          --      2,204          --
Australia/New Zealand...       566         13          --         16
                          ---------  ---------  ----------  ---------  ----------
          Total......... $ 193,983  $ 122,761  $    9,520  $  56,228  $    5,426
                          =========  =========  ==========  =========  ==========`



* Net revenues are attributed to countries based on invoicing
location of customer.

** Long-lived assets exclude net intangible assets resulting
from acquisitions of $3,570,000 in 2001.



For purposes of segment reporting, the Company aggregates operating segments
that have similar economic characteristics and meet the aggregation criteria of
SFAS No. 131, Disclosures about Segments of an Enterprise and Related
Information. Based on such criteria, there are three operating and
reportable segments: ATM Products, DOCSIS Products and Voice Products. The ATM
Products segment develops, manufactures, and markets the proprietary cable
modems, ATM headend equipment and network management software. The DOCSIS
Products segment develops, manufactures, and markets DOCSIS cable modems for
both home and office.  The Voice Products segment, based primarily in Israel,
developed, manufactured, and marketed voice over Internet cable modems and was
sold during 2001.

The following tables are the financial results the chief operating decision
maker, as defined by SFAS No. 131, utilizes in evaluating the performance of the
Company's reportable segments:

`Years Ended December 31,
                                                     -------------------------------
                                                       2000       2001       2002
                                                     ---------  ---------  ---------
                                                                (in thousands)
Revenues:
  ATM Products..................................... $ 125,037  $  78,727  $  32,276
  DOCSIS Products..................................    67,170     43,381     23,952
  Voice Products...................................     1,776        653         --
                                                     ---------  ---------  ---------
          Total.................................... $ 193,983  $ 122,761  $  56,228
                                                     =========  =========  =========
Cost of Revenues:
  ATM Products.....................................    85,557     58,460     20,199
  DOCSIS Products..................................    62,315     49,458     25,102
  Voice Products...................................     1,931      2,042         --
  Charges due to change in contract manufacturers..        --         --      9,674
  Write off of discontinued product iventory.......        --      5,602      3,246
  Amortization of intangible assets................     1,516      1,264         --
                                                     ---------  ---------  ---------
          Total.................................... $ 151,319  $ 116,826  $  58,221
                                                     =========  =========  =========
Gross Profit
  ATM Products..................................... $  39,480  $  20,267  $  12,077
  DOCSIS Products..................................     4,855     (6,077)    (1,150)
  Voice Products...................................      (155)    (1,389)        --
  Cost of change in contract manufacturers **......        --         --     (9,674)
  Write off of discontinued product inventory **...        --     (5,602)    (3,246)
  Amortization of intangible assets **.............    (1,516)    (1,264)        --
                                                     ---------  ---------  ---------
          Total.................................... $  42,664  $   5,935  $  (1,993)
                                                     =========  =========  =========

** Cost of change in contract manufacturers, write off of discontinued product invent
      amortization of intangible assets are not presented by segment.`



The Company's product lines differ primarily based on product functions.
Headend equipment controls the flow of data communications between cable modems
and an external network, such as the Internet or a corporate network. Cable
modems send and receive data over coaxial cable. Network management software
facilitates provisioning, fault isolation, network configuration, field
inventory, auto-discovery and performance for the headend equipment.  For the
years ended December 31, 2000, 2001 and 2002, the Company recorded net revenues
from sales of headend equipment, cable modems and network management software as
follows:

`Years Ended December 31,
                                                     -------------------------------
                                                       2000       2001       2002
                                                     ---------  ---------  ---------
                                                                (in thousands)
Headend Equipment.................................. $  27,583  $  19,456  $   6,775
Cable Modems.......................................   165,641    102,983     48,842
Network Management Software........................       759        322        611
                                                     ---------  ---------  ---------
Net Revenues....................................... $ 193,983  $ 122,761  $  56,228
                                                     =========  =========  =========`

16.  Selected Quarterly Financial Results (Unaudited)

The following tables set forth selected quarterly results of
operations for the years ended December 31, 2001 and 2002:

`Quarters Ended
                                       ------------------------------------------
                                       Mar. 31,   Jun. 30,   Sep. 30,   Dec. 31,
                                         2001      2001 *      2001       2001
                                       ---------  ---------  ---------  ---------
                                                           (in thousands, except p
Net revenues......................... $  32,789  $  34,121  $  30,096  $  25,755
Gross profit.........................     2,900      1,563        405      1,067
Loss from  operations................   (22,319)   (82,550)   (11,113)   (10,248)
Net loss.............................   (22,062)   (82,425)   (10,653)   (11,112)
Net loss per share, basic and diluted $   (0.87) $   (3.02) $   (0.39) $   (0.40)
Shares used in computation, basic
  and diluted........................    25,493     27,268     27,484     27,877


                                                    Quarters Ended
                                       ------------------------------------------
                                       Mar. 31,   Jun. 30,   Sep. 30,   Dec. 31,
                                         2002       2002       2002       2002
                                       ---------  ---------  ---------  ---------
                                                           (in thousands, except p
Net revenues......................... $  24,200  $  13,187  $  12,715  $   6,126
Gross profit.........................    (5,971)     1,426      2,778       (226)
Loss from  operations................   (16,412)    (8,770)    (3,242)    (7,231)
Net loss.............................   (17,569)    (9,273)    (3,500)    (7,781)
Net loss per share, basic and diluted $   (0.62) $   (0.33) $   (0.12) $   (0.27)
Shares used in computation, basic
  and diluted........................    28,178     28,290     28,323     28,370`

*  The results of operations for the quarter ended
June 30, 2001, include a restructuring charge of $67,450,000.

17.  Subsequent Event

On February 21, 2003, our securities were delisted from the Nasdaq
SmallCap Market and are now traded on  the Over the Counter  Bulletin Board.





ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE

Not applicable.

PART III



ITEMS 10, 11, 12, AND 13.

Pursuant to General Instruction G. to Form 10-K, the
information required by Items 10, 11, 12, and 13 of Part III is incorporated by
reference from the Company's definitive Proxy Statement with respect to its 2002
annual meeting of stockholders, to be filed pursuant to Regulation 14A within
120 days after December 31, 2002.

ITEM 14.  CONTROLS AND PROCEDURES

Within the 90 days prior to the
date of this report, Com21 carried out an evaluation, under the supervision and
with the participation of Com21's management, including Com21's Chief Executive
Officer and Chief Financial Officer, of the effectiveness of Com21' disclosure
controls and procedures pursuant to the applicable rules promulgated under the
Securities and Exchange Act.  Based upon that evaluation, the Chief Executive
Officer and Chief Financial Officer concluded that Com21's disclosure controls
and procedures to record, process, summarize and report financial data are
effective in alerting them to material information relating to Com21 required to
be included in Com21's periodic Securities and Exchange Commission filings.
There has been no significant changes in Com21's internal controls or in other
factors that could significantly affect these controls subsequent to the
evaluation date.



PART IV





ITEM 15. EXHIBITS, CONSOLIDATED FINANCIAL STATEMENT
SCHEDULES, AND REPORTS ON FORM 8-K

(a) The following documents are filed as
part of this annual report:



1.  Consolidated Financial Statements.  The following
Consolidated Financial Statements of Com21, Inc. and related Independent
Auditors' Report are filed as part of this annual report:



Independent Auditor's Report

Consolidated Balance Sheets, as of December 31, 2001 and
2002

For the years ended December 31, 2000, 2001, and
2002:



|Consolidated Statements of Operations and
Comprehensive Loss
|------------------------------------------------------------
|Consolidated Statements of Stockholders'
Equity             
|Consolidated Statements of Cash
Flows                       

Notes to Consolidated Financial Statements



2.  Consolidated Financial Statement Schedules.  The
following consolidated financial statement schedules of Com21, Inc. are filed as
part of this annual report and should be read in conjunction with the
Consolidated Financial Statements of Com21, Inc.:



Financial Statement Schedules for the years ended December
31, 2000, 2001, 2002:



|Schedule                             | Page
|------------------------------------ | ----
|II - Valuation & Qualifying
Accounts | 64  



Schedules not filed herein are omitted because of the absence
of conditions under which they are required or because the information called
for is shown in the consolidated financial statements or notes thereto.



3.  Exhibits.



The Exhibits listed on the accompanying Index to Exhibits are
filed or incorporated by reference as part of this annual report.



(b) Reports on Form 8-K



On July 22, 2002, Com21 announced the adoption of the
Stockholder Right Plan.



On August 6, 2002, Com21 declare a dividend of one preferred
share purchase right for each share of the Company's commons stock outstanding
on August 7, 2002.



On October 1, 2002, Com21 announced the request to transfer
its common stock to the NASDAQ SmallCap Market.



(c) Exhibits



The following exhibit list states, in the case of certain
exhibits, a prior SEC filing which contains the exhibit and from which it is
incorporated by reference.

|Index to Exhibits
|-----------------
|                 
|Number           
|3.1(1)           
|3.2 (1)          
|4.1(1)           
|4.2(1)           
|10.1(1)          
|10.2+(1)         
|10.3+(1)         
|10.4+(1)         
|10.6*(1)         
|10.7*(1)         
|10.8(1)          
|10.11+(1)        
|10.12+(1)        
|10.13+(1)        
|10.18*(3)        
|10.21 (5)        
|10.24 (7)        
|10.25            
|10.26            
|10.27            
|10.28            
|10.29            
|21.1             
|23.1             
|                 
|+                
|*                
|(1)              
|(2)              
|(3)              
|(4)              
|(5)              
|(6)              
|(7)              





SIGNATURES

Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this Annual Report on Form 10-K to
be signed on its behalf by the undersigned, thereunto duly authorized.

In accordance with Section 13 or 15(d) of the Exchange Act,
the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

|Date: | March 12, 2003
|----- | --------------





|COM21, INC.
|-----------
|By:        
|           
|           



POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person
whose signature appear below hereby constitutes and appoints, jointly and
severally, George Merrick and Ralph Marimon, and each of them acting
individually, as his attorney-in-fact, each with full power of substitution and
resubstitution, for him or her in any and all capacities, to sign any and all
amendments to this Annual Report on Form 10-K (including amendments), and to
file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact full power and authority to do and perform each and every act
and thing requisite and necessary to be done in connection therewith as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact, or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

In pursuant to the requirements of the Securities Exchange
Act of 1934, this Report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates indicated.



|SIGNATURE                                   | TITLE                                                                                            | DATE          
|------------------------------------------- | ------------------------------------------------------------------------------------------------ | --------------
|/s/  GEORGE MERRICKGeorge Merrick           | President, Chief Executive Officer and Director (Principal
Executive Officer)                    | March 12, 2003
|/s/  RALPH MARIMONRalph Marimon             | Vice President, Finance and Chief Financial Officer (Principal
Financial and Accounting Officer) | March 12, 2003
|/s/  PAUL BARANPaul Baran                   | Director                                                                                         | March 12, 2003
|/s/ JIM GAGNARDJim Gagnard                  | Director                                                                                         | March 12, 2003
|/s/  SUSAN HUBBELL NYCUMSusan Hubbell Nycum | Director                                                                                         | March 12, 2003
|/s/  JAMES SPILKERJames Spilker, Jr.        | Director                                                                                         | March 12, 2003
|/s/  DANIEL PIKEDaniel J. Pike              | Director                                                                                         | March 12, 2003



| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 





CERTIFICATION PURSUANT TO 
18 U.S.C. SECTION 1350, 
AS ADOPTED PURSUANT TO 
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



Pursuant to the 18 U.S.C.   1350, as adopted pursuant to
  906 of the Sarbanes-Oxley Act of 2002, each of the undersigned officers of
Com21, Inc. (the "Company"), does hereby certify with respect to the Annual
Report of the Company on Form 10-K for the year ended December 31, 2002, as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), that:



(1) The Report fully complies with the requirements of
section 13(a) or 15(d) of the Securities Exchange Act of 1934; and



(2) The information contained in the Report fairly presents,
in all material respects, the financial condition and result of operations of
the Company.





Dated: March 12, 2003





---



George Merrick

President, Chief Executive Officer



Dated: March 12, 2003





---



Ralph Marimon

Vice President, Chief Financial Officer































CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF
FINANCIAL OFFICER PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF
2002



I, George Merrick, certify that:



1. I have reviewed the Annual Report of Com21, Inc. on Form
10-K for the year ended December 31, 2002;



2. Based on my knowledge, this annual report does not contain
any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by
this quarterly report; and



3. Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly present in all
material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this annual report.



4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:



a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;



b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and



c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;



5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the registrant's auditors and
the audit committee of registrant's board of directors (or persons performing
the equivalent functions):



a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and



b) any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant's
internal controls; and



6. The registrant's other certifying officers and I have
indicated in this annual report whether or not there were significant changes in
internal controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.



Dated: March 12, 2003





---



George Merrick

President, Chief Executive Officer





CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF
FINANCIAL OFFICER PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF
2002



I, Ralph Marimon, certify that:



1. I have reviewed the Annual Report of Com21, Inc. on Form
10-K for the year ended December 31, 2002;



2. Based on my knowledge, this annual report does not contain
any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by
this annual report; and



3. Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly present in all
material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this annual
report.



4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:



a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;



b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and



c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;



5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the registrant's auditors and
the audit committee of registrant's board of directors (or persons performing
the equivalent functions):



a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and



b) any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant's
internal controls; and



6. The registrant's other certifying officers and I have
indicated in this annual report whether or not there were significant changes in
internal controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.



Dated: March 12, 2003





---



Ralph Marimon

Vice President, Chief Financial Officer







COM21, INC.



SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND
RESERVES

YEARS ENDED DECEMBER 31, 2000, 2001 AND 2002

(IN THOUSANDS)

`Balance   Additions
                                         at      Charged to             Balance
                                      Beginning  Costs and              at End
                                      of Period  Expenses   Deductions of Period
                                      ---------  ---------  ---------  ---------
                               2000
Accounts Receivable Allowances *     $   1,161  $   1,373  $  (1,434) $   1,100
Inventory Reserve                    $   2,535  $   7,083  $  (3,125) $   6,493
Warranty Reserve                     $     952  $   1,666  $    (143) $   2,475

                               2001
Accounts Receivable Allowances *     $   1,100  $   1,648  $    (365) $   2,383
Inventory Reserve                    $   6,493  $   3,979  $  (3,843) $   6,629
Warranty Reserve                     $   2,475  $   1,093  $  (2,345) $   1,223

                               2002
Accounts Receivable Allowances *     $   2,383  $     296  $  (2,093) $     586
Inventory Reserve                    $   6,629  $  12,412  $  (2,454) $  16,587
Warranty Reserve                     $   1,223  $   1,973  $  (2,737) $     459`







* Deductions for accounts receivable allowances include miscellaneous
discounts and price adjustments.