UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): ~~October~~January 128, ~~2002~~2003

Com21, Inc.

(Exact name of registrant as specified in its charter)

Commission file number: 000-24009

Delaware	94-3201698
(State or Other Jurisdiction of Incorporation or Organization)	(IRS Employer Identification Number)

750 Tasman Drive
Milpitas, California 95035

(Address of principal executive offices and principal places of business)

(408) 953-9100

(Registrant's telephone number, including area code)

Not Applicable

Item 5. Other Events and Regulation FD Disclosure.

On ~~October~~January 128, ~~2002~~2003, Com21, Inc. ~~(the "Company")~~ issued a press release announcing ~~that~~ the ~~NASDAQ Stock Market has approved the Company's request to transfer its~~fourth ~~common~~quarter ~~stock to the NASDAQ SmallCap Market from the NASDAQ National Market effective opening of business, October 1,~~ 2002~~. The~~ ~~stock~~financial ~~will continue trading under the symbol CMTO~~results. ~~The Company~~ ~~requested~~press ~~the~~release ~~transfer~~is toattached ~~the~~as ~~NASDAQ~~Exhibit ~~SmallCap Market because it was unable to meet the $1~~99.~~00 per share closing bid requirement of the NASDAQ National Market for the minimum number of consecutive trading days. The NASDAQ SmallCap Market has the same $~~1~~.00~~ ~~closing bid requirement, but the Company has until at least December 3, 2002~~ to ~~demonstrate~~this ~~compliance~~Current ~~with such requirement under NASDAQ SmallCap Market rules for a period of at least ten consecutive trading days~~Report. ~~If the Company fails to demonstrate compliance by December 3, 2002, the Company~~ ~~may be eligible for a grace period of 180 days after such date to demonstrate compliance with~~ ~~the $1.00 closing bid requirement if the Company is in compliance with the NASDAQ SmallCap Market initial listing requirements.~~

~~The~~This ~~press~~summary ~~release~~ is ~~filed~~qualified asin anits ~~exhibit~~entirety toby ~~this Current~~reference ~~Report~~to onExhibit ~~Form 8-K~~99.1 ~~and~~to isthis ~~incorporated~~Current ~~by reference herein~~Report.

Item 7. Financial Statements and Exhibits.

~~The~~(a) Financial ~~following~~Statements ~~exhibits are filed as part~~ of ~~this~~Business ~~Report:~~Acquired.

ExhibitNumber	Description
Exhibit 99.1	Com21, Inc. Press Release issued on October 1, 2002.

Not Applicable

~~SIGNATURES~~(b) Pro Forma Financial Information.

~~Pursuant~~Not ~~to the requirements of the Securities Exchange Act of 1934, the~~Applicable ~~Registrant has duly caused this report to be signed on its behalf by the~~ ~~undersigned therunto duly authorized.~~

~~Com21, Inc~~(c) Exhibits.

~~By:~~The ~~/s/~~following ~~George~~exhibits ~~Merrick~~are filed as part of this Report:

George Merrick President, Chief Executive Officer

Exhibit Number	Description
Exhibit 99.1	Com21, Inc. Press Release issued on January 28, 2003.

~~Dated: October 1, 2002~~ SIGNATURES

Pursuant ~~EXHIBIT~~to ~~INDEX~~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 therunto duly authorized.

ExhibitNumber	Description
Exhibit 99.1	Com21, Inc. Press Release issued on October 1, 2002.


	Com21, Inc.


	By:	/s/ George Merrick



	George Merrick
	President, Chief Executive Officer

Dated: January 28, 2003

EXHIBIT INDEX

Exhibit Number	Description
Exhibit 99.1	Com21, Inc. Press Release issued on January 28, 2003.

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