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                                                                EXHIBIT 10.39
                     AMENDED AND RESTATED PROMISSORY NOTE

$349,124.66                                                   DECEMBER 16, 1998

     THIS AMENDED AND RESTATED PROMISSORY NOTE dated as of December 16, 1998, 
is entered into by and between FVC.COM, INC., a Delaware corporation (the 
"COMPANY"), and Allwyn Sequeira (the "MAKER") ("NOTE").

     The Company and the Maker have entered into promissory notes dated 
August 25, 1998, in the original principal amount of $1,239,124.66, dated 
August 25, 1998, in the original principal amount of $940,000 and dated 
August 26, 1998, in the original principal amount of $299,124.66, pursuant to 
which the Company extended to the Maker certain sums of money (the "ORIGINAL 
NOTES").  The Company and the Maker desire to amend and restate the Original 
Notes in accordance with the terms of this Note.

     FOR VALUE RECEIVED, the Maker hereby unconditionally promises to pay to 
the order of the Company, at Santa Clara, California, or at such other place 
as the holder hereof may designate in writing, in lawful money of the United 
States of America and in immediately available funds, the principal sum of 
Three Hundred Forty-Nine Thousand One Hundred Twenty-Four Dollars and 
Sixty-Six Cents ($349,124.66) together with interest accrued from August 26, 
1998 on the unpaid principal at the rate of 7.0% per annum, or the maximum 
rate permissible by law (which under the laws of the State of California 
shall be deemed to be the laws relating to permissible rates of interest on 
commercial loans), whichever is less, as follows:

     The outstanding principal and interest hereunder shall be due and 
payable in full on June 30, 1999, and interest shall be calculated on the 
basis of a 360-day year for the actual number of days elapsed.

     If the undersigned fails to pay any of the principal and accrued 
interest when due, the Company, at its sole option, shall have the right to 
accelerate this Note, in which event the entire principal balance and all 
accrued interest shall become immediately due and payable, and immediately 
collectible by the Company pursuant to applicable law.

     This Note may be prepaid at any time without penalty.  All money paid 
toward the satisfaction of this Note shall be applied first to the payment of 
interest as required hereunder and then to the repayment of the principal.

     The full amount of this Note is secured by a pledge of shares of Common 
Stock of the Company, and is subject to all of the terms and provisions of 
the Pledge Agreement dated of even date herewith between the undersigned and 
the Company.

     The undersigned hereby waives presentment, protest and notice of 
protest, demand for payment, notice of dishonor and all other notices or 
demands in connection with the delivery, acceptance, performance, default or 
endorsement of this Note.

                                      1.

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     The holder hereof shall be entitled to recover, and the undersigned 
agrees to pay when incurred, all costs and expenses of collection of this 
Note, including without limitation, reasonable attorneys' fees.

     This Note shall be governed by, and construed, enforced and interpreted 
in accordance with, the laws of the State of California, excluding conflict 
of laws principles that would cause the application of laws of any other 
jurisdiction.



                                       THE MAKER


                                       /s/  Allwyn Sequeira
                                       --------------------------------------
                                       Allwyn Sequeira




FORM 2274