U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
( ) Check this box if no longer subject to Section 16.
Form 4 or Form 5 obligations may continue. See Instructions 1(b).
1. Name and Address of Reporting Person:
Rau, Eberhard W.
34 Linnell Circle
Nutting Lake, MA 01865
2. Issuer Name and Ticker or Trading Symbol:
Computer Devices, Inc. (CTDV)
3. IRS or Social Security Number of Reporting Person (Voluntary):
4. Statement for Month/Year:
October 1996
5. If Amendment, Date of Original (Month/Year):
6. Relationship of Reporting Person to Issuer (Check all applicable):
( ) Director (X) Officer (Treasurer)
( ) 10% Owner ( ) Other (specify below):
TABLE I
Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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No reporting information for this table.
TABLE II
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivative Security: Option to buy Class A Common Stock.
2. Exercise Price of Derivative Security: $0.04.
3. Transaction Date: October 18, 1996.
4. Transaction Code: J.
5. Number of Derivative Securities: Acquired 25,000.
6. Exercisable and Expiration Dates: The option is exercisable in
cumulative increments of up to 25%
each on the first through fourth
anniversaries of the date of grant
and expires October 18, 2001.
7. Title and Amount of Underlying Securities: 25,000 shares of Class A
Common Stock.
NOTE: As of October 31, 1996 the reporting person held directly:
(a) the option referred to above.
(b) an option to buy up to 35,000 shares of Class A Common
Stock @ $0.04 per share expiring November 10, 1997.
(c) an option to buy up to 40,000 shares of Class A Common
Stock @ $0.15 per share expiring November 23, 1999.
(d) 721 shares of Class A Common Stock (convertible to 721
shares of Class B Common Stock).
As of October 31, 1996 the reporting person held indirectly:
(a) 916 shares of Class A Common Stock owned by spouse(convertible
to 916 shares of Class B Common Stock).
S/ Eberhard W. Rau November 12, 1996
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**Signature of Reporting Person Date
**Intentional misstatements or omissions of facts constitute Federal
Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
