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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
S C H E D U L E 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4) *
Xircom, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
983922-10 5
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(CUSIP Number)
Check the following box if a fee is being paid with this statement __. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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13G
CUSIP NO. 983922-10 5
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1. Name of reporting person:
Dirk I. Gates
2. Check the appropriate box if a member of a group*
Not applicable
3. SEC Use Only
4. Citizenship or place of organization:
United States of America
5. Number of shares beneficially owned by each reporting person with sole voting
power:
1,114,802
6. Number of shares beneficially owned by each reporting person with shared
voting power:
0
7. Number of shares beneficially owned by each reporting person with sole
dispositive power:
1,114,802
8. Number of shares beneficially owned by each reporting person with shared
dispositive power:
0
9. Aggregate amount beneficially owned by each reporting person:
1,114,802
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10.Check box if the aggregate amount in row (9) excludes certain shares*
Not applicable
11.Percent of class represented by amount in row (9)
4.9%
12.Type of reporting person*
IN
*See instruction before filling out!
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Item 1 (a). Name of Issuer:
Xircom, Inc.
Item 1 (b). Address of Issuer's Principal Executive Officers:
2300 Corporate Center Drive
Thousand Oaks, CA 91320
Item 2 (a). Name of Person Filing:
Dirk I. Gates
Item 2 (b). Address of Principal Business Office or, if None, Residence:
2300 Corporate Center Drive
Thousand Oaks, CA 91320
Item 2 (c). Citizenship:
United States of America
Item 2 (d). Title of Class of Securities:
Common Stock
Item 2 (e). Cusip No.
983922 105
Item 3. Type of Filing:
This statement is not being filed pursuant to Rule 13d-1(b) or 13d-
2(b).
Item 4. Ownership
(a) Amount Beneficially Owned:
1,114,802 shares
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(b) Percent of Class:
4.9%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
1,114,802
(ii) shared power to vote or to direct the vote:
0
(iii) sole power to dispose or to direct the disposition of:
1,114,802
(iv) shared power to dispose or to direct the disposition
of:
0
Item 5. Ownership of Five Percent or Less of a Class:
Yes
Item 6. Ownership of More Than Five Percent on Behalf of Another
Person:
Not applicable
Item 7. Identification and Classification of the Subsidiary which
Acquired the Security Being Reported on by the Parent
Holding Company:
Not applicable
Item 8. Identification and Classification of Members of the Group:
Not applicable
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Item 9. Notice of Dissolution of Group:
Not applicable
Item 10. Certification:
Not applicable
Signature
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After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
/s/ Dirk I. Gates February 9, 1998
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Dirk I. Gates Date
Chairman, President & CEO
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