UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
                                        
FORM 10-K/A

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 1997
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 0-28450
Netopia, Inc.
(Exact name of registrant as specified in its charter)
Formerly Farallon Communications, Inc.
Delaware

94-3033136
(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification Number)


2470 Mariner Square Loop
Alameda, California  94501
(Address of principal executive offices, including Zip Code)
                                         
(510) 814-5100
(Registrant's telephone number, including area code)
                                         

Indicate by check  X whether the registrant (1) has filed all reports required
to be filed by Sections 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 X 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 the Registrant's knowledge, in definitive proxy or information 
statements incorporated by reference in this Form 10-K or any amendment to 
this Form 10-K. 

Yes
x

No


As of December 1, 1997 there were 11,514,819 shares of the Registrant's Common
Stock outstanding.  The aggregate market value of the Common Stock held by 
non-affiliates of the registrant, based on the closing price of the Common 
Stock as reported on The Nasdaq Stock Market (National Market System) on 
December 1, 1997 was approximately $ 39,473,082.

DOCUMENTS INCORPORATED BY REFERENCE

The Registrant's definitive Proxy Statement for its Annual Stockholders Meeting
to be held on February 18, 1998 is incorporated by reference in Part III of  
this Form 10-K.



Explanatory Note

    This Amendment amends the Annual Report on Form 10-K filed with the 
Securities and Exchange Commission on December 19, 1997.  The cover page 
"DOCUMNETS INCORPORATED BY REFERENCE" has been amended to reflect the Annual 
Meeting date of February 18, 1998.

SIGNATURES

Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange 
Act of 1934, the registrant has duly caused this report to be signed on 
behalf by the undersigned, thereunto duly authorized, in the City of Alameda,
State of California on this 8th day of January, 1998.  

NETOPIA, INC.

BY:
/s/ Alan B. Lefkof



Alan B. Lefkof
President and Chief Executive Officer

Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange 
Act of 1934, the registrant has duly caused this report to be signed on behalf 
by the undersigned, thereunto duly authorized.

Signature                              Date

/s/ Alan B. Lefkof                     January 8, 1998
Alan B. Lefkof

President, Chief Executive Officer and 
Director (Principal Executive Officer)



/s/ James A. Clark                    January 8, 1998
James A. Clark

Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)


/s/ Reese M. Jones                   January 8, 1998
Reese M. Jones

Chairman of the Board of Directors


/s/ Bandel L. Carano                January 8, 1998
Bandel L. Carano

Director


/s/ David F. Marqurdt               January 8, 1998
David F. Marquardt

Director

/s/ James R. Swartz                 January 8, 1998
James R. Swartz

Director