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Com21, Inc.
750 Tasman Drive, Milpitas, CA 95035 * (408) 953-9100

The company designs, develops, markets and sells value-added high speed communications solutions for the broadband access market.

Primary Underwriting Group
ManagerTierPhone
Deutsche Morgan GrenfellLead Manager (212) 469-5600
Merrill Lynch & Co.Co-manager (212) 449-4600
Wessels, Arnold & HendersonCo-manager (612) 373-6105

Offering Information
NASNTL:CMTO High-Tech: SIC 7375
Type of Shares:Common Shares Filing Date:3/17/98
U.S. Shares:5,000,000 Offer Date:5/21/98
Non-U.S. Shares:0 Filing Range:$10.00 - $12.00
Primary Shares:5,000,000 Offer Price:$12.00
Secondary Shares:0 Gross Spread:$0.84
Offering Amount: $55,000,000 Selling:$0.50
Expenses: - Reallowance:$0.10
Post-IPO Shares: -
Employees:131

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Brobeck, Phleger & Harrison
Bank's Law Firm: Wilson, Sonsini, Goodrich & Rosati
Registrar/Transfer Agent: Boston Equiserve Limited Partnership
Auditor: Deloitte & Touche

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Audited
Income
Balance
Sheet
12/31/97 12/31/97
Revenue:$15.65Assets:$31.57
Net Income:-$13.06Curr Assets:$26.06
EPS:-$6.15Liabilities:$8.29
Prior EPS:-$7.64Curr Liab:$6.54
Cash Flow/Oper:-$16.15Equity:$23.28
Cash Flow/Fin:$17.95Cash:$17.95
Cash Flow/Inv:-$2.09Working Cap:$19.52

Competition
The markets for the Company's products are intensely competitive, rapidly evolving and subject to rapid technological change. The principal competitive factors in this market include, or are likely to include, product performance and features, reliability, technical support and service, relationships with cable system operators and systems integrators, compliance with industry standards, compatibility with the products of other suppliers, sales and distribution interoperability, strength of brand name, price, long-term cost of ownership to cable operators and general industry and economic conditions. Many of the Company's current and potential competitors have longer operating histories, greater name recognition and significantly greater financial, technical, marketing and distribution resources than the Company. Such competitors may undertake more extensive marketing campaigns, adopt more aggressive pricing policies and devote substantially more resources to developing new products than the Company. There can be no assurance that the Company will be able to compete successfully against current or future competitors or that competitive pressures faced by the Company will not materially adversely affect the Company's business, operating results and financial condition. In response to changes in the competitive environment, the Company may make certain pricing, service, marketing or other strategic decisions that could have a material adverse effect on the Company's business, operating results and financial condition. There can be no assurance that the Company's competitors will not develop enhancements to, or future generations of, products that will offer prices or performance superior to that of the Company's products. The Company believes that the broad adoption of MCNS will cause increased competition in the North American market, which is likely to negatively affect the Company's gross margin. There can be no assurance that competitors will not more quickly develop MCNS-compliant products than the Company.

Business Plan
Com21's business strategy includes the following key elements: (I) Enhance Value to Cable Operators, (ii) Leverage Technology Leadership, (iii) Aggressively Penetrate Global Markets, (iv) Lower Product Costs and (v) Integrate Toll-Quality Voice.

Use of Proceeds
The proceeds from the proposed offering will be used for general corporate purposes including working capital, product development and capital expenditures.

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