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

   
                                 AMENDMENT NO.1
    
 
[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
      EXCHANGE ACT OF 1934
 
       FOR THE QUARTERLY PERIOD ENDED JUNE 28, 1996
 
                                       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  0-19903
 
                                 METRICOM, INC.
                            (A DELAWARE CORPORATION)
                   I.R.S. EMPLOYER IDENTIFICATION #77-0294597
 
                             980 UNIVERSITY AVENUE
                            LOS GATOS, CA 95030-2375
                                 (408) 399-8200
 
     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  ___
 
     THE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING AS OF AUGUST 2, 1996 WAS
13,461,824.
 
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                               TABLE OF CONTENTS
 
   
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PART II.    OTHER INFORMATION
  Item 6.   Exhibits and Reports on Form 8-K............................................   3
Signature Page..........................................................................   4
Exhibit Index...........................................................................   5
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                          PART II.   OTHER INFORMATION
 
   
    
 
ITEM 6:  EXHIBITS AND REPORTS ON FORM 8-K
 
     a. Exhibits:
 
     10.27* Option Agreement and Agreement and Plan of Reorganization, dated as
            of February 7, 1996, among the Company, Overall Wireless
            Communications Corporation and the sole stockholder of Overall
            Wireless.
 
     10.28* Loan and Security Agreement, dated as of February 7, 1996, among the
            Company, Overall Wireless Communications Corporation and the sole
            stockholder of Overall Wireless.
 
     27.00  Financial Data Schedule.
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* Confidential treatment has been requested for certain portions of this
  exhibit. The confidential portions have been marked with an asterisk and
  have been filed separately with the Commission.
    
 
     b. Reports on Form 8-K
 
        1. Form 8-K filed on June 6, 1996, regarding a proposed private
           placement of up to $75 million principal amount of convertible
           subordinated notes.
 
        2. Form 8-K filed on June 20, 1996, regarding the Company's plans to
           discontinue a proposed private placement of up to $75 million
           principal amount of convertible subordinated notes.
 
   
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                                   SIGNATURES
 
     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
 
                                          METRICOM, INC.
                                          (Registrant)
 
                                          /s/  WILLIAM D. SWAIN
 
                                          --------------------------------------
                                          By: William D. Swain
                                          Chief Financial Officer, Secretary
                                          and Duly Authorized Officer
   
Date: December 5, 1996

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                                 EXHIBIT INDEX




10.27*  Option Agreement and Agreement and Plan of Reorganization, dated as of
        February 7, 1996, among the Company, Overall Wireless Communications
        Corporation and the Sole Stockholder of Overall Wireless.

10.28*  Loan and Security Agreement, dated as of February 7, 1996, among the
        Company, Overall Wireless Communications Corporation and the sole
        stockholder of Overall Wireless.

27.00   Financial Data Schedule.

   
* Confidential treatment has been requested for certain portions of this
  exhibit. The confidential portions have been marked with an asterisk and
  have been filed separately with the Commission.





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