UNITEDTable STATES SECURITIESof AND EXCHANGE COMMISSION Contents

~~WASHINGTON,~~SECURITIES ~~D.C.~~AND ~~20549~~EXCHANGE COMMISSION

~~FORM~~Washington, ~~8-K~~D.C. 20549

~~CURRENT~~FORM ~~REPORT~~8-K ~~Pursuant to Section 13 or 15(d) of~~ ~~the Securities Exchange Act of 1934~~

~~Date~~CURRENT ~~of Report (Date of earliest event reported): April 19, 2004~~REPORT

~~LARSCOM~~Pursuant ~~INCORPORATED~~to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~(Exact~~Date ~~name~~ of ~~Registrant~~Report: asApril 28, ~~specified in its charter)~~2004

~~Delaware~~(Date of earliest event reported)

~~(State~~Larscom ~~or other jurisdiction of incorporation)~~Incorporated

~~001-12491~~ (~~Commission~~Exact ~~File~~name ~~No.)~~of ~~94-2362692~~registrant ~~(IRS~~as ~~Employer~~specified ~~Identification~~in ~~Number~~its charter)

39745 Eureka Drive Newark, California 94560


Delaware	001-12491	94-2362692

(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

(Address of principal executive offices)


39745 Eureka Drive, Newark, CA		94560

(Address of principal executive offices)		(Zip Code)

(510) 492-0800

(Registrant’s telephone number, ~~including area code)~~

~~(Former~~including ~~name~~area ~~or former address, if changed since last report~~ code)

~~Item~~TABLE 4.OF ~~Changes in Registrant’s Certifying Accountant.~~CONTENTS

(a) Previous independent accountants


	Item 5. Other Events.
	Item 7. Financial Statements and Exhibits.
SIGNATURE
EXHIBIT INDEX
EXHIBIT 2.1
EXHIBIT 2.2
EXHIBIT 2.3
EXHIBIT 99.1

OnTable April 19, 2004, Larscom Incorporated (the “Company”) dismissed PricewaterhouseCoopers LLP as its independent accountants. The Company’s Audit Committee of the Board of Directors (the “Audit Committee”) participated in and approved the decision to change independent accountants. Contents

The audit reports of PricewaterhouseCoopers LLP on the consolidated financial statements of the Company for the fiscal years ended December 31, 2003 and 2002, did not contain an adverse opinion or disclaimer of opinion and were not qualified as to uncertainty, audit scope or accounting principle, except that the report for the fiscal year ended DecemberItem ~~31,~~5. ~~2003~~Other ~~contained an explanatory paragraph expressing substantial doubt regarding the Company’s ability to continue as a going concern~~Events.

InOn ~~connection~~April 29, ~~with~~2004, ~~its~~Verilink ~~audits~~Corporation, ~~for~~a ~~the~~Delaware ~~two~~corporation (“Verilink”), ~~most~~and ~~recent~~Larscom ~~fiscal~~Incorporated, ~~years~~a Delaware corporation (“Larscom”), issued a joint press release announcing the execution of an Agreement and ~~through~~Plan of Merger, dated as of April 1928, 2004, ~~there~~(the ~~have~~“Merger ~~been~~Agreement”), noby ~~disagreements~~and ~~with~~among ~~PricewaterhouseCoopers~~Verilink, ~~LLP~~SRI onAcquisition ~~any~~Corp., ~~matter~~a ofDelaware ~~accounting~~corporation ~~principles~~and ora wholly-owned ~~practices~~subsidiary of Verilink (“Merger Sub”), ~~financial~~and ~~statement~~Larscom. ~~disclosure~~Subject to orthe ~~auditing~~terms ~~scope~~and orconditions of the ~~procedures~~Merger Agreement, ~~which~~Larscom ~~disagreements~~will merge with and into Merger Sub (the “Merger”), with ifLarscom ~~not~~surviving ~~resolved~~as toa wholly-owned subsidiary of Verilink. As a result of the ~~satisfaction~~Merger, each issued and outstanding share of Larscom Common Stock, par value $0.01 per share ~~PricewaterhouseCoopers~~(“Larscom ~~LLP~~Common Stock”), ~~would~~will ~~have~~be ~~caused~~automatically ~~them~~converted tointo ~~make~~1.166 ~~reference~~shares of ~~thereto~~Verilink Common Stock, par value $0.01 per share (“Verilink Common Stock”), subject to certain adjustments. The foregoing description is qualified in ~~their~~its entirety ~~report~~by onreference to the ~~consolidated~~full ~~financial~~text ~~statements~~of ~~for~~the ~~such years~~Merger Agreement.

~~During~~The consummation of the ~~fiscal~~Merger ~~years~~is ~~ended~~subject ~~December 31,~~to ~~2003~~the approval of the stockholders of Verilink and ~~2002~~Larscom, Securities and Exchange Commission ~~through~~clearance ~~April~~and other customary closing conditions. The Merger is intended to be a tax-free reorganization under Section 19368 of the Internal Revenue Code of 1986, ~~2004~~as amended, ~~there~~and ~~have~~is ~~been~~expected noto ~~reportable~~be ~~events~~treated (as ~~defined~~a purchase for financial accounting purposes, in ~~Item 304(a)(1)(v)~~accordance ofwith ~~Regulation S-K)~~generally accepted accounting principles.

~~The~~In ~~Company~~connection ~~has~~with ~~provided~~the aMerger ~~copy~~Agreement, certain stockholders of Larscom, representing over 50% of the ~~foregoing~~voting ~~disclosure~~power toof outstanding Larscom Common Stock, ~~PricewaterhouseCoopers~~entered ~~LLP~~into ~~and~~a ~~has~~voting ~~requested~~agreement ~~PricewaterhouseCoopers~~(the ~~LLP~~“Larscom Voting Agreement”) with Verilink toin ~~furnish~~which, aamong ~~letter~~other ~~addressed~~things, tothe stockholders agreed, until the ~~SEC~~earlier ~~stating~~of ~~whether~~the consummation of the Merger or ~~not~~the termination of the Merger Agreement, to vote ~~PricewaterhouseCoopers~~their ~~LLP~~shares ~~agrees~~of ~~with~~Larscom ~~the~~Common ~~statements~~Stock ~~made~~in ~~above~~favor byof the adoption of the Merger ~~Company~~Agreement. ACertain ~~copy~~Verilink stockholders, representing over 15% of the ~~letter~~voting power ~~from~~of ~~PricewaterhouseCoopers~~outstanding ~~LLP~~Verilink Common Stock, ~~dated~~also entered into a voting ~~April 22~~agreement (the “Verilink Voting Agreement”) with Larscom in which, ~~2004~~among other things, isthe ~~filed~~stockholders asagreed, ~~Exhibit 16.1~~until the earlier of the consummation of the Merger or the termination of the Merger Agreement, to ~~this~~vote ~~report~~their ~~and~~shares ~~incorporated~~of ~~herein~~Verilink Common Stock in favor of adoption of the Merger Agreement. The foregoing description is qualified in its entirety by reference to the full text of the Verilink and Larscom Voting Agreements.

~~(b)~~ A copy of the Merger Agreement and the exhibits to the Merger Agreement, including the Verilink and Larscom Voting Agreements, and the joint press release issued by Verilink and Larscom on April ~~New~~29, ~~independent~~2004, ~~accountants~~are each attached hereto as exhibits and are each incorporated herein by reference.

~~The Audit Committee approved the selection of BDO Seidman LLP as the Company’s independent accountants for the year ended December~~Item ~~31, 2004~~7. ~~During~~ ~~the~~Financial ~~two~~Statements ~~most recent fiscal years~~ and through April 19, 2004, the Company did not consult with BDO Seidman, LLP prior to its engagement regarding either (i) the application of accounting principles to a specified transaction, completed or proposed or the type of audit opinion that might be rendered on the Company’s financial statements and neither a written report was provided to the Company or oral advice was provided that BDO Seidman LLP concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue or (ii) any matter that was either the subject of a disagreement or a reportable event within the meaning of Item 304(a)(1) of Regulation S-KExhibits.

Item 7. Financial Statements and Exhibits.

(c)		Exhibits.

2.1		Agreement and Plan of Merger, dated as of April 28, 2004, by and among Verilink Corporation, SRI Acquisition Corp. and Larscom Incorporated.

2.2		Voting Agreement, dated as of April 28, 2004, by and between Verilink Corporation and the stockholders listed on the signature pages thereto.

~~(c) Exhibits.~~- 2 -

16.1Table Letter,of dated April 22, 2004, from PricewaterhouseCoopers LLP, the Company’s former accountants, to the SEC.Contents

SIGNATURES

2.3		Voting Agreement dated as of April 28, 2004, by and between Larscom Incorporated and the stockholders listed on the signature pages thereto.

99.1		Joint Press Release issued by Verilink Corporation and Larscom Corporation, dated April 29, 2004.

~~Pursuant~~- to3 ~~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 hereunto duly authorized.~~

Dated:Table April 22,of 2004 Contents

~~LARSCOM INCORPORATED By: /s/ Donald W. Morgan Name: Donald W. Morgan Title: Vice President and Chief Financial Officer~~SIGNATURE

~~Index~~ Pursuant to ~~Exhibits~~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 hereunto duly authorized.

Exhibit
No.		Description
16.1		Letter, dated April 22, 2004, from PricewaterhouseCoopers LLP, the Company’s former accountants, to the SEC.

Dated: April 30, 2004


	Larscom Incorporated
	By:	/s/ Donald W. Morgan
		Donald W. Morgan
		Vice President and Chief Financial Officer

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EXHIBIT INDEX


Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of April 28, 2004, by and among Verilink Corporation, SRI Acquisition Corp. and Larscom Incorporated.

2.2		Voting Agreement, dated as of April 28, 2004, by and between Verilink Corporation and the stockholders listed on the signature pages thereto.

2.3		Voting Agreement dated as of April 28, 2004, by and between Larscom Corporation and the stockholders listed on the signature pages thereto.

99.1		Joint Press Release issued by Verilink Corporation and Larscom Corporation, dated April 29, 2004.

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UNITEDTable STATES SECURITIESof AND EXCHANGE COMMISSION Contents

16.1Table Letter,of dated April 22, 2004, from PricewaterhouseCoopers LLP, the Company’s former accountants, to the SEC.Contents

Dated:Table April 22,of 2004 Contents

Table of Contents

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