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): April 22, 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)

Item 5. Other Events and Regulation FD Disclosure.

On April 22, 2003, Com21, Inc. issued a press release announcing the first quarter 2003 financial results. The press release is attached as Exhibit 99.1 to this Current Report.

This summary is qualified in its entirety by reference to Exhibit 99.1 to this Current Report.

Item 7. Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

Not Applicable

(b) Pro Forma Financial Information.

Not Applicable

The following exhibits are filed as part of this Report:

Exhibit

Number

Description

Exhibit 99.1

Com21, Inc. Press Release issued on April 22, 2003.

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 therunto duly authorized.

		Com21, Inc.


	By:	/s/ George Merrick
		George Merrick
		President, Chief Executive Officer

Dated: April 22, 2003

EXHIBIT INDEX

Exhibit

Number

Description

Exhibit 99.1

Com21, Inc. Press Release issued on April 22, 2003.

COM21 INC 8-K