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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Information Statement Pursuant To Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. ______)*
COM21, INC.
-------------------------------
(Name of Issuer)
Common Stock
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(Title of Class of Securities)
205937-10-5
-------------------------------
(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 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).
<TABLE>
<S> <C>
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CUSIP No. 205937-10-5 13G
- ----------------------------- -------
- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Paul Baran
- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
NA
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3 SEC USE ONLY
- ---------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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5 SOLE VOTING POWER
600,000 - These shares are held in a Family Limited
partnership for which Reporting Person is the General
Partner. He beneficially owns only 60,000 of these
shares.
-------------------------------------------------------
6 SHARED VOTING POWER
NUMBER OF 380,025 - These shares are held in a Revocable Trust
SHARES in which each Trustee has the power to act
BENEFICIALLY independently of the other.
OWNED BY EACH -------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH
600,000
-------------------------------------------------------
8 SHARED DISPOSITIVE POWER
380,025
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
440,025
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
X - See explanation in Item 5.
- ---------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.35%
- ---------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
- ---------------------------------------------------------------------
</TABLE>
Item 1.
(a) Name of Issuer: Com21, Inc.
(b) Address of Issuer's Principal Executive Offices
750 Tasman Drive
Milpitas, CA 95035
Item 2.
(a) Name of Person Filing: Paul Baran
(b) Address of Principal Business Office or, if None,
Residence:
83 James Avenue, Atherton, CA 94027
(c) Citizenship: United States
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: 205937-10-5
Item 3. If this statement is filed pursuant to Rules 13d-1(b),or
13d-2(b), check whether the person filing is a:
NA
(a) [ ] Broker of dealer registered under Section 15 of
the Act,
(b) [ ] Bank as defined in Section 3(a)(6) of the Act,
(c) [ ] Insurance Company as defined in Section 3(a)(19)
of the Act,
(d) [ ] Investment Company registered under Section 8 of
the Investment Company Act,
(e) [ ] Investment Adviser registered under Section 203
of the Investment Advisers Act of 1940,
(f) [ ] Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or
Endowment Fund; see 13d-1(b)(1)(ii)(F),
(g) [ ] Parent Holding Company, in accordance with Rule
13d-1(b)(ii)(G); see Item 7,
(h) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(H).
Item 4. Ownership
If the percent of the class owned, as of December 31 of the year covered
by the statement, or as of the last day of any month described in Rule
13d-1(b)(2), if applicable, exceeds five percent, provide the following
information as of that date and identify those shares which there is a
right to acquire.
NA
(a) Amount Beneficially Owned:
(b) Percent of Class:
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
600,000
(ii) shared power to vote or to direct the vote:
380,025
(iii) sole power to dispose or to direct the
disposition of:
600,000
(iv) shared power to dispose or to direct the
disposition of:
380,025
Instruction. For computations regarding securities which represent
a right to acquire an underlying security, see Rule 13d-3(d)(1).
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following
o.
Instruction. Dissolution of a group requires a response to this item.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person - NA
If any other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale
of, such securities, a statement to that effect should be included in
response to this item and, if such interest relates to more than five
percent of the class, such person should be identified. A listing of
the shareholders of an investment company registered under the
Investment Company Act of 1940 or the beneficiaries of an employee
benefit plan, pension fund or endowment fund is not required.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company - NA
If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit
stating the identity and the Item 3 classification of the relevant
subsidiary. If a parent holding company has filed this Schedule
pursuant to Rule 13d-1(c), attach an exhibit stating the identification
of the relevant subsidiary.
Item 8. Identification and Classification of Members of the Group - NA
If a group has filed this Schedule pursuant to Rule 13d-1(b)(ii)(H), so
indicate under Item 3(h) and attach an exhibit stating the identity and
Item 3 classification of each member of the group. If a group has filed
this Schedule pursuant to Rule 13d-1(c), attach an exhibit stating the
identity of each member of the group.
Item 9. Notice of Dissolution of Group - NA
Notice of dissolution of a group may be furnished as an exhibit stating
the date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by
members of the group, in their individual capacity. See Item 5.
Item 10. Certification = NA
[The following certification shall be included if the statement is filed
pursuant to Rule 13d-1(b):]
[By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the issuer of
such securities and were not acquired in connection with or as a
participant in any transaction having such purpose or effect.]
[EXHIBITS]
[A: Joint Filing Statement] NA
SIGNATURE
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.
February 9, 1999
------------------------------
Date
BY: /s/ Paul Baran
______________________________
Paul Baran, General Partner,
The Baran Family Limited Partnership
Paul Baran; Trustee;
Paul and Evelyn Baran Trust Agreement
of 23 May, 1984
30252/SA
