TELXON CORP
10-C, 1995-11-02
COMPUTER INTEGRATED SYSTEMS DESIGN
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                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                      
                                  FORM 10-C

               REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ
                         INTERDEALER QUOTATION SYSTEM
                 FILED PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934 AND RULE 13a-17
                             OR 15d-17 THEREUNDER
                                      
                              TELXON CORPORATION
              (EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
                                      
                 3330 WEST MARKET STREET, AKRON, OHIO  44333
                   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
                                      
       ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE:  (216) 867-3700
                                      
                                      
                  I.  CHANGE IN NUMBER OF SHARES OUTSTANDING

INDICATE ANY CHANGE (INCREASE OR DECREASE) OF FIVE PERCENT OR MORE IN THE
NUMBER OF SHARES OUTSTANDING:

1.       TITLE OF SECURITY:  Common Stock, $ .01 par value

2.       NUMBER OF SHARES OUTSTANDING BEFORE THE CHANGE:  12,685,998

3.       NUMBER OF SHARES OUTSTANDING AFTER THE CHANGE:  13,322,212

4.       EFFECTIVE DATE OF CHANGE:  March 25, 1991

5.       METHOD OF CHANGE:

         SPECIFY METHOD (SUCH AS MERGER, ACQUISITION, EXCHANGE, DISTRIBUTION,
         STOCK SPLIT, REVERSE SPLIT, ACQUISITION OF STOCK FOR TREASURY, ETC.):
         Cumulative effect of employee stock option exercises and stock issued 
         in the acquisition of a privately held company.

         GIVE BRIEF DESCRIPTION OF TRANSACTION:

         From time to time since the issuer's preceding Form 10-C filing, 
         employees of the issuer have exercised stock options previously
         granted them by the issuer under its stock holder-approved stock
         option plans.  Through the negotiated acquisition of the privately 
         held company's stock also consummated during that period, that company 
         became a wholly 
                                      
                                      
                                      
                                      1
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owned indirect subsidiary of the issuer; the issuance of the issuer's stock in 
that acquisition was an exempt transaction not involving a public offering.  
The issuance of an aggregate of 2,368 shares on the effective date shown above 
which caused the five percent reporting threshold for this Form to be exceeded 
was for stock option exercises made on that date.


                        II.  CHANGE IN NAME OF ISSUER
                                      
                               (Not applicable)
                                      

                                                  TELXON CORPORATION



DATE: November 2, 1995                            By /s/Glenn S. Hansen 
                                                        Glenn S. Hansen 
                                                        Vice President, Legal
                                                           Administration and 
                                                           Corporate Counsel






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                              TELXON CORPORATION
                           3330 WEST MARKET STREET
                              AKRON, OHIO  44333
                          TELEPHONE: (216) 867-3700
                          TELECOPIER: (216) 873-2240
                                      
                               November 2, 1995


BY EDGAR TRANSMISSION
- ---------------------
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

         Re:     Form 10-C with Respect to Increase in Number of Outstanding
                 Shares of Common Stock of Telxon Corporation

Gentlemen:

         Based upon informal telephonic advice from the Staff, Telxon
Corporation hereby transmits the captioned Form 10-C for EDGAR filing pursuant
to the Securities Act of 1933 and Regulation S-T to update, through the
effective date recited on the Form, the Commission's records regarding the
number of outstanding shares of Telxon's Common Stock, which class of
securities is quoted on the Nasdaq National Market.

         Should there be any questions concerning this filing, please contact
the undersigned.

         Thank you.

                               Very truly yours,

                               TELXON CORPORATION


                               /s/ Glenn S. Hansen
                               Glenn S. Hansen
                               Vice President, Legal Administration
                                  and Corporate Counsel

GSH:mlr
Attachment
cc:      Robert A. Goodman, Esq.
         John F. Ballard, Esq.


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