Filed pursuant to Rule 424(b)(3)
Commission File No. 333-41422
PROSPECTUS SUPPLEMENT DATED SEPTEMBER 27 2000
(TO PROSPECTUS DATED SEPTEMBER 19, 2000)
2,281,720 Shares
COM21, INC.
Common Stock
This Prospectus Supplement supplements the Prospectus dated
September 19, 2000 (the "Prospectus") of Com21, Inc. ("Com21")
relating to the public offering, which is not being underwritten, and
sale by certain shareholders of Com21 or by pledgees, donees,
transferees or other successors in interest that receive such shares
as a gift, partnership distribution or other non-sale related transfer
(the "Selling Shareholders) of up to 2,281,720 shares of Com21 common
stock, par value $0.001 per share (the "Common Stock"), who received
such shares in a private transaction in which Com21 acquired all of
the ordinary shares of GADline, Ltd. This Prospectus Supplement
should be read in conjunction with the Prospectus, and this Prospectus
Supplement is qualified by reference to the Prospectus except to the
extent that information herein contained supersedes the information
contained in the Prospectus. Capitalized terms used in this
Prospectus Supplement and not otherwise defined herein have the
meanings specified in the Prospectus.
SELLING SHAREHOLDER
Recently, Green Cay Latin American Fund LDC transferred 66,905
shares of Common Stock to Siebels Emerging Markets Technology Fund,
which transferee was not specifically named in the Prospectus. The
following table provides certain information with respect to the
number of shares of Common Stock beneficially owned by a shareholder
of Com21 who was not specifically identified in the Prospectus as a
Selling Shareholder, the percentage of outstanding shares of Com21
Common Stock this represents and the number of shares of Common Stock
to be registered for sale hereby. The table of Selling Shareholders
in the Prospectus is hereby amended to remove Green Cay Latin American
Fund LDC and to include Siebels Emerging Markets Technology Fund as
a Selling Shareholder.
Number of
Shares
Percent of Registered
Number of Shares Outstanding For Sale
Name of Selling Shareholder Beneficially Owned Shares (1) Hereby (2)
______________________________ __________________ ___________ __________
Siebels Emerging Markets
Technology Fund 66,905 * 66,905
___________________
* Represents beneficial ownership of less than one percent.
(1) Based on the number of shares outstanding on July 5,
2000.
(2) Assumes the sale of all shares of Com21 common stock
offered by the Selling Shareholders. This registration
statement also shall cover any additional shares of common
stock which become issuable in connection with the shares
registered for sale hereby by reason of any stock divided,
stock split, recapitalization or other similar transaction
effected without the receipt of consideration which results in
an increase in the number of Com21's outstanding shares of
common stock.
