~~Table~~UNITED ofSTATES SECURITIES ~~Contents~~AND EXCHANGE COMMISSION

~~UNITED~~WASHINGTON, ~~STATES SECURITIES~~D.C. ~~AND EXCHANGE COMMISSION~~20549

~~WASHINGTON,~~FORM ~~D.C. 20549~~8-K

~~FORM~~CURRENT ~~8-K~~REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~CURRENT~~Date ~~REPORT Pursuant~~of toReport ~~Section 13 or 15~~(d)Date of ~~the~~ ~~Securities~~earliest ~~Exchange~~event ~~Act~~reported): ofApril 19, ~~1934~~2004

~~Date~~LARSCOM ~~of Report (Date of earliest event reported): October 27, 2003~~INCORPORATED

~~LARSCOM~~(Exact ~~INCORPORATED~~ name of Registrant as specified in its charter)

~~(Exact name of Registrant as specified in its charter)~~Delaware

~~Delaware~~ (State or other jurisdiction of incorporation)

001-12491		94-2362692
(Commission File No.)		(IRS Employer Identification Number)


001-12491 (Commission File No.)		94-2362692 (IRS Employer Identification Number)

39745 Eureka Drive Newark, California 94560 ~~(Address of principal executive offices)~~

(~~510) 492-0800 (Registrant’s~~Address ~~telephone~~of ~~number,~~principal ~~including~~executive ~~area code~~offices)

~~1845 McCandless Drive Milpitas, CA 95035~~ (~~408~~510) ~~941~~492-~~4000~~0800

(~~Former~~Registrant’s ~~name~~telephone ~~or former address~~number, ifincluding ~~changed~~area ~~since last report~~ code)

~~TABLE~~(Former OFname ~~CONTENTS~~or former address, if changed since last report )

	Item 12. Results of Operations and Financial Condition.
SIGNATURES
Index to Exhibits
EXHIBIT 99.1

Item 4. Changes in Registrant’s Certifying Accountant.

~~Table~~(a) Previous ofindependent ~~Contents~~accountants

~~Item~~ On April 1219, 2004, Larscom Incorporated (the “Company”) dismissed PricewaterhouseCoopers LLP as its independent accountants. ~~Results~~The Company’s Audit Committee of ~~Operations~~the Board of Directors (the “Audit Committee”) participated in and ~~Financial~~approved ~~Condition~~the decision to change independent accountants.

OnThe ~~October 27,~~audit ~~2003,~~reports ~~Larscom~~of ~~Incorporated~~PricewaterhouseCoopers ~~issued~~LLP aon ~~press~~the ~~release entitled~~consolidated ~~“LARSCOM~~financial ~~INCORPORATED~~statements ~~REPORTS~~of ~~THIRD~~the ~~QUARTER~~Company ~~2003~~for ~~RESULTS”,~~the ~~announcing~~fiscal ~~its~~years ~~third~~ended December ~~quarter~~31, ~~results~~2003 ~~for~~and ~~the~~2002, ~~period~~did ~~ended~~not ~~September 30,~~contain ~~2003~~an ~~and~~adverse ~~conducted~~opinion aor disclaimer of ~~publicly~~opinion ~~available~~and ~~conference~~were ~~call~~not ~~discussing~~qualified ~~those~~as ~~results.~~to ~~The~~uncertainty, ~~text~~audit ofscope ~~the~~or ~~press~~accounting ~~release~~principle, ~~which~~except isthat ~~attached~~the asreport ~~Exhibit~~for the fiscal year ended December ~~99.1~~31, is2003 ~~incorporated~~contained byan ~~reference~~explanatory paragraph expressing insubstantial ~~its~~doubt ~~entirety~~regarding the Company’s ability to continue as a going concern.

~~The~~In ~~information~~connection inwith ~~this~~its ~~report,~~audits ~~including~~for the ~~exhibit~~two ~~hereto,~~most ~~shall~~recent ~~not~~fiscal beyears, ~~deemed~~and tothrough ~~be “filed” for purposes of Section~~April ~~18 of the Securities Exchange Act of 1934~~19, ~~as amended~~2004, orthere ~~otherwise~~have ~~subject~~been tono ~~the~~disagreements ~~liabilities of that Section or~~with ~~Sections 11~~PricewaterhouseCoopers ~~and~~LLP ~~12(a)(2)~~on ofany ~~the~~matter ~~Securities Act~~ of ~~1933,~~accounting asprinciples ~~amended. The~~or ~~information~~practices, ~~contained~~financial ~~herein~~statement ~~and~~disclosure inor ~~the~~auditing ~~accompanying~~scope ~~exhibit shall not be~~or ~~incorporated~~procedures, bywhich ~~reference~~disagreements, ~~into~~if ~~any~~not ~~filing~~resolved ~~with~~to the ~~U.S.~~satisfaction ~~Securities and Exchange~~of ~~Commission~~PricewaterhouseCoopers ~~made by Larscom Incorporated~~LLP, ~~whether~~would ~~made~~have ~~before~~caused orthem ~~after~~to ~~the~~make ~~date~~reference ~~hereof,~~thereto ~~regardless~~in oftheir ~~any~~report ~~general~~on ~~incorporation~~the ~~language~~consolidated infinancial ~~such~~statements ~~filing~~for such years.

~~Table~~ During the fiscal years ended December 31, 2003 and 2002, and through April 19, 2004, there have been no reportable events (as defined in Item 304(a)(1)(v) of ~~Contents~~Regulation S-K).

~~SIGNATURES~~ The Company has provided a copy of the foregoing disclosure to PricewaterhouseCoopers LLP and has requested PricewaterhouseCoopers LLP to furnish a letter addressed to the SEC stating whether or not PricewaterhouseCoopers LLP agrees with the statements made above by the Company. A copy of the letter from PricewaterhouseCoopers LLP, dated April 22, 2004, is filed as Exhibit 16.1 to this report and incorporated herein by reference.

~~Pursuant~~(b) New toindependent ~~the requirements of the Securities Exchange Act of 1934, the~~accountants ~~registrant has duly caused this report to be signed on its behalf by the~~ ~~undersigned hereunto duly authorized.~~

Dated: October 27, 2003		LARSCOM INCORPORATED
	By:	/s/ Donald W. Morgan
	Name:	Donald W. Morgan
	Title:	Vice President and Chief Financial Officer

The Audit Committee approved the selection of BDO Seidman LLP as the Company’s independent accountants for the year ended December 31, 2004. During the two most recent fiscal years and through April 19, 2004, the Company did not consult with BDO Seidman, LLP prior to its engagement regarding either (i) the application of accounting principles to a specified transaction, completed or proposed or the type of audit opinion that might be rendered on the Company’s financial statements and neither a written report was provided to the Company or oral advice was provided that BDO Seidman LLP concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue or (ii) any matter that was either the subject of a disagreement or a reportable event within the meaning of Item 304(a)(1) of Regulation S-K.

~~Table~~Item of7. ~~Contents~~Financial Statements and Exhibits.

~~Index to~~ (c) Exhibits.

Exhibit No.		Description
99.1		Press Release issued by Larscom Incorporated on October 27, 2003.


16.1		Letter, dated April 22, 2004, from PricewaterhouseCoopers LLP, the Company’s former accountants, to the SEC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: April 22, 2004


LARSCOM INCORPORATED
By:	/s/ Donald W. Morgan
	Name:	Donald W. Morgan
	Title:	Vice President and Chief Financial Officer

Index to Exhibits


Exhibit
No.		Description
16.1		Letter, dated April 22, 2004, from PricewaterhouseCoopers LLP, the Company’s former accountants, to the SEC.

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