FORM 5

[    ]    Check box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
[    ]    Form 3 Holdings Reported
[    ]    Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and address of Reporting Person* Marimon, Ralph	2. Issuer Name and ticker or Trading Symbol Com21, Inc. (CMTO)		6. Relationship of Reporting Person to Issuer (Check all applicable)
(Last) (First) (Middle) c/o: Com21, Inc. 750 Tasman Drive (Street) Milpitas, California 95035 (City) (State) (Zip)	3. IRS Identification Number of Reporting Person, if an Entity (Voluntary)	4. Statement for Month/Year December 2002 5. If Amendment, Date of Original (Month/Year)	Director 10% Owner X Officer (give title below) Other (specify below) VP, Finance, CFO 7. Individual or Joint/Group Filing (Check applicable line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 3)	2. Transaction Date	2A. Deemed Execution Date, if any	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed of (D) (Instr.3, 4 and 5)			5. Amount of Securities Beneficially Owned at the end of Issuer's	6. Ownership Form: Direct (D) or	7. Nature of Indirect Beneficial
	(Month/Day/Year)	(Month/Day/Year)	Code	Amount	(A) or (D)	Price	Fiscal Year (Instr. 3 and 4)	Indirect (I) (Instr. 4)	Ownership (Instr. 4)
Common Stock			J				6,891 (1)	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly
* If the form is filed by more than one reprting person, see Instruction 4(b)(v).

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction
Date
(Month/Day/Year)

3A. Deemed Execution
Date, if any
(Month/Day/Year)

4. Transaction
Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned at End 0f Year
(Instr. 4)

10. Ownership Form of Derivative Security.
Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

(A)

(D)

Date
Exer-
cisable

Expira-
tion
Date

Title

Amount or Number of Shares

Explanation of Responses:
(1) Includes 1,218 Shares acquired under the Com21 Employee Stock Purchase Plan
in April 2002 and 1,500 Shares acquired under the Employee Stock Purchase Plan in October, 2002.

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff.(a)

/s/ Ralph Marimon
Ralph Marimon
**Signature of Reporting Person

January 15, 2003
Date

COM21 INC 5