content: UNITED STATES
  
  
                         SECURITIES AND EXCHANGE COMMISSION
  
  
                               Washington, D.C. 20549
  
  
                        ------------------------------------
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
                       PURSUANT TO SECTION 13 OR 15(d) OF THE
  
                           SECURITIES EXCHANGE ACT OF 1934
  
                        ------------------------------------
  
  
         Date of report (Date of earliest event reported): December 3, 1998
  
  
                                    NETOPIA, INC.
                 (Exact Name of Registrant as Specified in Charter)
  
  
            Delaware                   0-28450                      94-3033136    
  (State or other jurisdiction       (Commission                  (IRS Employer
     of incorporation)               File Number)              Identification No.)
  
  
  2470 Mariner Square Loop, Alameda, California                           94501
  (Address of Principal Executive Offices)                              (Zip Code)
  
  
         Registrant's telephone number, including area code (510) 814-5100
  
  
  
                                        Same
           (Former name or Former Address, if Changed Since Last Report.)
  
  
  
                                         1
  <PAGE>
  
                                                                     
                                                                  
  Item 5.           Other Events.
  
           (a) The following  disclosure  statements contained in the Registrant's
  Quarterly  Reports on Form 10-Q for the three-month  periods ended June 30, 1998
  and March 31,  1998 and  Annual  Report on Form 10-K for the  fiscal  year ended
  September  30, 1997 pursuant to Section 13 or 15(d) of the  Securities  Exchange
  Act of 1934, as amended,  and contained in the Company's web site  regarding the
  Registrant's   Year  2000  readiness  each   constitute   "Year  2000  Readiness
  Disclosure" for purposes of the Year 2000 Information and Disclosure Act of 1998
  (Public  Law  105-271,  112  Stat.  2386,  a  U.S.  statute).  These  disclosure
  statements  were true and correct when made but do not  necessarily  reflect the
  Registrant's  current  state of Year  2000  readiness.  Complete  copies of such
  reports can be obtained from the Registrant upon request.
  
                    Year 2000 Readiness  Disclosure  contained in Quarterly Report
  on Form 10-Q for the three-month period ended June 30, 1998:
  
                    Year  2000.  The Year 2000  issue is the  result  of  computer
  programs  being  written  using  two  digits  rather  than  four to  define  the
  application  year.  Any  of  the  Company's   programs  or  products  that  have
  time-sensitive  software may recognize a date using "00" as the year 1900 rather
  than the year 2000. In October 1996, the Company began a "Millennium Project" to
  determine if any actions needed to be taken  regarding  date-related  effects to
  the Company's  software or hardware products.  Through testing,  the Company has
  determined that its Netopia  Internet  Connectivity  products,  Timbuktu Pro for
  Macintosh and Windows (versions later than 1.5) and Timbuktu Enterprise are Year
  2000 Compliant and has received  certification as such. The Company is currently
  evaluating the Year 2000  compliance of its Netopia  Virtual Office software and
  expects the product to receive  certification  to such within the 1998  calendar
  year. The Company has also conducted a comprehensive review of its core internal
  computer systems,  whether provided by third parties or internally developed, to
  determine  if any  actions  need to be taken  regarding  Year 2000  date-related
  effects. These underlying systems are based on the Progress programming language
  which identifies dates based on four (4) digit numbers rather than two (2) digit
  numbers and therefore the Company has  determined  that the Year 2000 issue will
  not pose significant  operational  problems for the Company's  computer systems.
  The Company does not expect to incur material  expenses related to the Year 2000
  issue.  However,  if such  modifications and conversion are not sufficient,  the
  Year 2000 issue may have a material impact on the operations of the Company.
  
                    Year 2000 Readiness  Disclosure contained in Quarterly Report 
  on Form 10-Q for the three-month period ended March 31, 1998:
  
                    The  Company  has  conducted  a  comprehensive  review  of its
  computer  systems to identify  the  systems  that could be affected by the "Year
  2000" issue and has developed and  implemented a plan to resolve the issue.  The
  Year 2000 issue is the  result of  computer  programs  being  written  using two
  digits  rather than four to define the  application  year.  Any of the Company's
  programs  that have  time-sensitive  software may recognize a date using "00" as
  the year 1900 rather  than the year 2000.  This could  result in a major  system
  failure  or   miscalculations.   The  Company   presently   believes  that  with
  modifications to existing software and converting to new software, the Year 2000
  issue  should  not  pose  significant  operational  problems  for the  Company's
  computer systems as so modified and converted.  However,  if such  modifications
  and  conversion  are not  sufficient,  the Year 2000  issue may have a  material
  impact on the operations of the Company.
  
                    Year 2000 Readiness  Disclosure  contained in the Registrant's
  Annual Report on Form 10-K for the fiscal year ended September 30, 1997:
  
                    The  Company  has  conducted  a  comprehensive  review  of its
  computer  systems to identify  the  systems  that could be affected by the "Year
  2000" issue and has developed and  implemented a plan to resolve the issue.  The
  Year 2000 issue is the  result of  computer  programs  being  written  using two
  digits  rather than four to define the  application  year.  Any of the Company's
  programs  that have  time-sensitive  software may recognize a date using "00" as
  the year 1900 rather  than the year 2000.  This could  result in a major  system
  failure  or   miscalculations.   The  Company   presently   believes  that  with
  modifications to existing software and converting to new software, the Year 2000
  
  
                                         2
  <PAGE>
  
  issue  should  not  pose  significant  operational  problems  for the  Company's
  computer systems as so modified and converted.  However,  if such  modifications
  and  conversion  are not  sufficient,  the Year 2000  issue may have a  material
  impact on the operations of the Company.
  
                    Year 2000 Readiness  Disclosure  contained in the Registrant's
  web site:
  
  Netopia Year 2000 Compliance Certification
  
  In October  1996,  Netopia  began the  Millennium  Project to  determine  if any
  actions  needed to be taken  regarding  date-related  effects to our software or
  hardware products.
  
  Through testing, we have determined that Netopia Routers, LAN Hubs and Switches,
  Timbuktu Pro for Macintosh and Windows  (versions  later than 1.5), and Timbuktu
  Enterprise,  are Year  2000  Compliant.  These are the only  products  currently
  shipping which have any date-related impact on the user.
  
  Products which are no longer  shipping,  but are supported by Netopia,  and have
  date-related functions are Star Routers, Star Controllers, Timbuktu for Windows,
  Star Command and Phone Net.  These products are Year 2000 Compliant and will not
  affect user data. However,  they have only two-digit date stamps for Flash Notes
  and error  logging  (for the  hardware  products).  Special  functions  with the
  two-digit year should not be an issue regarding the year 2000.
  
  However,  if you have one of the older products and feel that the two-digit date
  stamp is an issue, contact a Netopia/Farallon Customer Service Representative at
  510-814-5000 for availability and cost of an upgrade.
  
  In the future, we will continue to test all new products for Year 2000 
  compliance to ensure that Netopia/Farallon products continue to meet your needs.
  
  If you have any questions,  please e-mail  y2k@netopia.com or contact Julie Fong
  at 510-814-5352.
  
  Thank you for your continuing interest in Farallon/Netopia products.
  
  Official Year 2000 Compliance Certificate
  
  When  used in this  Certification,  the  following  terms  have  the  respective
  meanings given below.
  
  "Product" means:  Replica, Star Command      Version: All*
                    Timbuktu Pro for Mac                All
                    Timbuktu Pro for Windows*           All
                    Timbuktu Enterprise                 All
                    Netopia Routers                     All
                    LAN EtherNet, EtherWave, Hubs,      All**
                    Switches and Routers
  
  
  "Calendar-Related" refers to date values based on the Gregorian calendar, and to
  all uses in any  manner  of those  date  values,  including  without  limitation
  manipulations, calculations, conversions, comparisons, and presentations.
  
  "Date Data" means any  calendar-related  data in the range of January 1, 1900 
  through December 31, 2050, which the customer uses in any manner.
  
  "System Date" means any  calendar-related  value in the range of January 1, 1985
  through  December  31, 2035  (including  the  natural  transition  between  such
  values),  which  the  Product  shall be able to use as its  current  date  while
  operating.
  
                                         3
  <PAGE>
  
  "Century  Compliant"  Netopia  warrants  and attests that the Product is Century
  Compliant which means that the Product  satisfies the  requirements set forth in
  Sections A, B and C below.
  
  A. In connection with calendar-related  data and calendar-related  processing of
  date data or of any system  date,  the Product  will not  malfunction,  will not
  cease to  function,  will not  generate  incorrect  data,  and will not  produce
  incorrect results.
  
  B.  In  connection  with  providing   calendar-related  data  to  and  accepting
  calendar-related  data  from  other  automated,  computerized,  and/or  software
  systems and users via user interfaces,  electronic interfaces, and data storage,
  the Product represents dates without ambiguity as to century.
  
  C. Netopia has verified  through testing that the Product  performs  properly to
  the following specified dates:  December 31, 1998, January 1, 1999, September 9,
  1999, September 10, 1999, December 31, 1999, January 1, 2000, February 29, 2000,
  March 1, 2000,  December 31,  2000,  January 1, 2001,  December  31,  2004,  and
  January 1, 2005.
  
  *Replica, Star Commands and Timbuktu for Windows  versions earlier than 1.5 have
  two-digit dates on Flash Notes. This two-digit date will have no effect on data.
  
  **Star Routers and Controllers have two-digit dates in error logs. There is no 
  effect on routed or repeated data.
  
  (b)  The  following  Year  2000  Readiness  Disclosure  statement  reflects  the
  Registrant's current state of readiness with respect to Year 2000 issues:
  
                    Year 2000  Readiness  Disclosure.  The Year 2000  issue is the
  result of computer  programs  being written using two digits rather than four to
  define the application year. Any of the Company's programs or products that have
  time-sensitive  software may recognize a date using "00" as the year 1900 rather
  than the year 2000.  In addition,  the year 2000 is a leap year,  which may also
  lead to  incorrect  calculations,  functions  or systems  failure.  As a result,
  within  approximately  one year,  computer  systems  and  software  used by many
  companies may need to be upgraded to comply with such Year 2000 requirements. In
  October  1996,  the Company  began a  "Millennium  Project" to  determine if any
  actions needed to be taken regarding  date-related effects to: (i) the Company's
  software or hardware products; (ii) the Company's internal operating and desktop
  computer systems and non-information technology systems; and (iii) the readiness
  of the Company's third party vendors and business partners.
  
                    Through  testing,  the Company has determined that its Netopia
  Internet router products,  the versions later than 1.5 of the Company's Windows,
  MacOS and  Enterprise  versions of Timbuktu Pro are Year 2000  Compliant and has
  received  certification  as such.  The Company is currently evaluating  the Year
  2000  compliance of its Netopia  Virtual Office software and expects the product
  to receive  certification  to such within the 1998  calendar year.  Although the
  Company's  products  are Year 2000  compliant,  the  Company  believes  that the
  purchasing patterns of customers and potential customers may be affected by Year
  2000 issues as companies expend significant  resources to correct or patch their
  current software systems for Year 2000 compliance. These expenditures may result
  in reduced  funds  available to purchase  products  such as those offered by the
  Company,  which could have a material adverse effect on the Company's  business,
  financial condition,  and operating results. In addition,  even if the Company's
  products  are  Year  2000  compliant,  other  systems  or  software  used by the
  Company's  customers  may  not be  Year  2000  compliant.  The  failure  of such
  non-compliant  third-party  software  or  systems  could  affect  the  perceived
  performance  of the  Company's  products,  which  could have a material  adverse
  effect on the Company's business, financial condition, and operating results.
  
                    The Company's internal systems include information  technology
  systems  such as  financial,  order  entry,  inventory,  shipping  and  customer
  database  computer  systems,   desktop  computer  systems  and   non-information
  technology systems such as telephones and facilities.  The Company has conducted
  a comprehensive  review of its internal  information  technology systems such as
  financial,  order entry,  inventory,  shipping and  customer  database  computer
  
  
                                         4
  <PAGE>
  
  systems  to  determine  if any  actions  need to be taken  regarding  Year  2000
  date-related  effects.  These  underlying  systems  are  based  on a  relational
  database  language which identifies dates based on four (4) digit numbers rather
  than two (2) digit  numbers and therefore  the Company has  determined  that the
  Year  2000  issue  will not pose  significant  operational  problems  for  these
  computer  systems.  The Company is in the process of initiating a  comprehensive
  inventory  and  evaluation  of all desktop  systems and expects to complete this
  process by June 1999. The additional costs of remediation are not expected to be
  material to the Company's financial condition or results of operations. However,
  if  implementation  of  replacement  systems is delayed  or if  significant  new
  non-compliance  issues  are  identified,   the  Company's  business,   financial
  condition and results of operations could be materially adversely affected.
  
           The Company is in the process of identifying and prioritizing  critical
  third party vendors, strategic partners and suppliers of non information related
  products and services concerning their plans and progress in addressing the Year
  2000  problem.  The Company is also working  with key  suppliers of products and
  services to determine that their operations and products are Year 2000 compliant
  or to monitor their progress toward Year 2000 compliance, as appropriate.
  
           While the  Company  has  dedicated  and will  continue  to  dedicate  a
  substantial  amount of time and internal  resources  towards attaining Year 2000
  compliance,  there can be no assurance that the Company's  Year 2000  compliance
  program  will be  completed  on a timely  basis.  In  addition,  there can be no
  assurance  that  there  will  not be an  interruption  of  operations  or  other
  limitations  of  system  functionality  or  that  the  Company  will  not  incur
  substantial costs to avoid such limitations. Any failure to effectively monitor,
  implement  or improve  the  Company's  operational,  financial,  management  and
  technical  support systems could have a material adverse effect on the Company's
  business,  financial  condition  and  results of  operations.  Furthermore,  the
  Company  believes  that the  purchasing  patterns  of  customers  and  potential
  customers  may be affected by Year 2000 issues as companies  expend  significant
  resources  to correct or patch  their  current  software  systems  for Year 2000
  compliance. These expenditures may result in reduced funds available to purchase
  software  products  such as those  offered by the  Company,  which  could have a
  material  adverse  effect on the  Company's  business,  financial  condition and
  results of operations. In addition, even if the Company's products are Year 2000
  compliant,  other systems or software used by the Company's customers may not be
  Year 2000 compliant.  The failure of such non-compliant  third-party software or
  systems could affect the perceived performance of the Company's products,  which
  could  have a  material  adverse  effect on the  Company's  business,  financial
  condition and results of operations.  The most likely worst case scenarios would
  include hardware failure and the failure of infrastructure  services provided by
  government  agencies  and other  third  parties  (e.g.,  electricity,  telephone
  service, water transport,  internet services, etc.). In such worst case scenario
  the Company would lose customers and revenue which would have a material adverse
  effect on the Company's business, financial condition and results of operations.
  The Company is in the process of completing  its  contingency  planning for high
  risk areas at this time and is  scheduled to commence  contingency  planning for
  medium to low risk areas by the end of the fiscal year. The Company  expects its
  contingency  plans to include,  among other things,  manual  "work-arounds"  for
  software  and  hardware  failures,  as  well  as  substitution  of  systems,  if
  necessary.
  
  
  
  
                                         5
  <PAGE>
  
  
  
  
                                     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.
  
  
                                             NETOPIA, INC.
  
  
  Date:  December 3, 1998      By: /s/ James A. Clark      
                                   ---------------------------------------------
                                   James A. Clark
                                   Vice President and Chief Financial Officer
                                   (Duly Authorized Officer and Principal
                                   Financial Officer)
  
  
  
  
                                         6
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 18902}]
metadata_filer: {"company-data": {"conformed-name": "NETOPIA INC", "cik": "0001012482", "assigned-sic": "7373", "irs-number": "943033136", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-28450", "film-number": "98763402"}, "business-address": {"street1": "2470 MARINER SQUARE LOOP", "city": "ALAMEDA", "state": "CA", "zip": "94501", "phone": "5108145100"}, "mail-address": {"street1": "2470 MARINER SQUARE LOOP", "city": "ALAMEDA", "state": "CA", "zip": "94501"}, "former-company": {"former-conformed-name": "FARALLON COMMUNICATIONS INC", "date-changed": "19960422"}}
text: UNITED STATES
  
                         SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C. 20549
  
                        ------------------------------------
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
                       PURSUANT TO SECTION 13 OR 15(d) OF THE
  
                           SECURITIES EXCHANGE ACT OF 1934
  
                        ------------------------------------
  
         Date of report (Date of earliest event reported): December 3, 1998
  
                                    NETOPIA, INC.
                 (Exact Name of Registrant as Specified in Charter)
  
            Delaware                   0-28450                      94-3033136    
  (State or other jurisdiction       (Commission                  (IRS Employer
     of incorporation)               File Number)              Identification No.)
  
  2470 Mariner Square Loop, Alameda, California                           94501
  (Address of Principal Executive Offices)                              (Zip Code)
  
         Registrant's telephone number, including area code (510) 814-5100
  
                                        Same
           (Former name or Former Address, if Changed Since Last Report.)
  
                                         1
  Item 5.           Other Events.
  
           (a) The following  disclosure  statements contained in the Registrant's
  Quarterly  Reports on Form 10-Q for the three-month  periods ended June 30, 1998
  and March 31,  1998 and  Annual  Report on Form 10-K for the  fiscal  year ended
  September  30, 1997 pursuant to Section 13 or 15(d) of the  Securities  Exchange
  Act of 1934, as amended,  and contained in the Company's web site  regarding the
  Registrant's   Year  2000  readiness  each   constitute   "Year  2000  Readiness
  Disclosure" for purposes of the Year 2000 Information and Disclosure Act of 1998
  (Public  Law  105-271,  112  Stat.  2386,  a  U.S.  statute).  These  disclosure
  statements  were true and correct when made but do not  necessarily  reflect the
  Registrant's  current  state of Year  2000  readiness.  Complete  copies of such
  reports can be obtained from the Registrant upon request.
  
                    Year 2000 Readiness  Disclosure  contained in Quarterly Report
  on Form 10-Q for the three-month period ended June 30, 1998:
  
                    Year  2000.  The Year 2000  issue is the  result  of  computer
  programs  being  written  using  two  digits  rather  than  four to  define  the
  application  year.  Any  of  the  Company's   programs  or  products  that  have
  time-sensitive  software may recognize a date using "00" as the year 1900 rather
  than the year 2000. In October 1996, the Company began a "Millennium Project" to
  determine if any actions needed to be taken  regarding  date-related  effects to
  the Company's  software or hardware products.  Through testing,  the Company has
  determined that its Netopia  Internet  Connectivity  products,  Timbuktu Pro for
  Macintosh and Windows (versions later than 1.5) and Timbuktu Enterprise are Year
  2000 Compliant and has received  certification as such. The Company is currently
  evaluating the Year 2000  compliance of its Netopia  Virtual Office software and
  expects the product to receive  certification  to such within the 1998  calendar
  year. The Company has also conducted a comprehensive review of its core internal
  computer systems,  whether provided by third parties or internally developed, to
  determine  if any  actions  need to be taken  regarding  Year 2000  date-related
  effects. These underlying systems are based on the Progress programming language
  which identifies dates based on four (4) digit numbers rather than two (2) digit
  numbers and therefore the Company has  determined  that the Year 2000 issue will
  not pose significant  operational  problems for the Company's  computer systems.
  The Company does not expect to incur material  expenses related to the Year 2000
  issue.  However,  if such  modifications and conversion are not sufficient,  the
  Year 2000 issue may have a material impact on the operations of the Company.
  
                    Year 2000 Readiness  Disclosure contained in Quarterly Report 
  on Form 10-Q for the three-month period ended March 31, 1998:
  
                    The  Company  has  conducted  a  comprehensive  review  of its
  computer  systems to identify  the  systems  that could be affected by the "Year
  2000" issue and has developed and  implemented a plan to resolve the issue.  The
  Year 2000 issue is the  result of  computer  programs  being  written  using two
  digits  rather than four to define the  application  year.  Any of the Company's
  programs  that have  time-sensitive  software may recognize a date using "00" as
  the year 1900 rather  than the year 2000.  This could  result in a major  system
  failure  or   miscalculations.   The  Company   presently   believes  that  with
  modifications to existing software and converting to new software, the Year 2000
  issue  should  not  pose  significant  operational  problems  for the  Company's
  computer systems as so modified and converted.  However,  if such  modifications
  and  conversion  are not  sufficient,  the Year 2000  issue may have a  material
  impact on the operations of the Company.
  
                    Year 2000 Readiness  Disclosure  contained in the Registrant's
  Annual Report on Form 10-K for the fiscal year ended September 30, 1997:
  
                    The  Company  has  conducted  a  comprehensive  review  of its
  computer  systems to identify  the  systems  that could be affected by the "Year
  2000" issue and has developed and  implemented a plan to resolve the issue.  The
  Year 2000 issue is the  result of  computer  programs  being  written  using two
  digits  rather than four to define the  application  year.  Any of the Company's
  programs  that have  time-sensitive  software may recognize a date using "00" as
  the year 1900 rather  than the year 2000.  This could  result in a major  system
  failure  or   miscalculations.   The  Company   presently   believes  that  with
  modifications to existing software and converting to new software, the Year 2000
  
                                         2
  issue  should  not  pose  significant  operational  problems  for the  Company's
  computer systems as so modified and converted.  However,  if such  modifications
  and  conversion  are not  sufficient,  the Year 2000  issue may have a  material
  impact on the operations of the Company.
  
                    Year 2000 Readiness  Disclosure  contained in the Registrant's
  web site:
  
  Netopia Year 2000 Compliance Certification
  
  In October  1996,  Netopia  began the  Millennium  Project to  determine  if any
  actions  needed to be taken  regarding  date-related  effects to our software or
  hardware products.
  
  Through testing, we have determined that Netopia Routers, LAN Hubs and Switches,
  Timbuktu Pro for Macintosh and Windows  (versions  later than 1.5), and Timbuktu
  Enterprise,  are Year  2000  Compliant.  These are the only  products  currently
  shipping which have any date-related impact on the user.
  
  Products which are no longer  shipping,  but are supported by Netopia,  and have
  date-related functions are Star Routers, Star Controllers, Timbuktu for Windows,
  Star Command and Phone Net.  These products are Year 2000 Compliant and will not
  affect user data. However,  they have only two-digit date stamps for Flash Notes
  and error  logging  (for the  hardware  products).  Special  functions  with the
  two-digit year should not be an issue regarding the year 2000.
  
  However,  if you have one of the older products and feel that the two-digit date
  stamp is an issue, contact a Netopia/Farallon Customer Service Representative at
  510-814-5000 for availability and cost of an upgrade.
  
  In the future, we will continue to test all new products for Year 2000 
  compliance to ensure that Netopia/Farallon products continue to meet your needs.
  
  If you have any questions,  please e-mail  y2k@netopia.com or contact Julie Fong
  at 510-814-5352.
  
  Thank you for your continuing interest in Farallon/Netopia products.
  
  Official Year 2000 Compliance Certificate
  
  When  used in this  Certification,  the  following  terms  have  the  respective
  meanings given below.
  
  "Product" means:  Replica, Star Command      Version: All*
                    Timbuktu Pro for Mac                All
                    Timbuktu Pro for Windows*           All
                    Timbuktu Enterprise                 All
                    Netopia Routers                     All
                    LAN EtherNet, EtherWave, Hubs,      All**
                    Switches and Routers
  
  "Calendar-Related" refers to date values based on the Gregorian calendar, and to
  all uses in any  manner  of those  date  values,  including  without  limitation
  manipulations, calculations, conversions, comparisons, and presentations.
  
  "Date Data" means any  calendar-related  data in the range of January 1, 1900 
  through December 31, 2050, which the customer uses in any manner.
  
  "System Date" means any  calendar-related  value in the range of January 1, 1985
  through  December  31, 2035  (including  the  natural  transition  between  such
  values),  which  the  Product  shall be able to use as its  current  date  while
  operating.
  
                                         3
  "Century  Compliant"  Netopia  warrants  and attests that the Product is Century
  Compliant which means that the Product  satisfies the  requirements set forth in
  Sections A, B and C below.
  
  A. In connection with calendar-related  data and calendar-related  processing of
  date data or of any system  date,  the Product  will not  malfunction,  will not
  cease to  function,  will not  generate  incorrect  data,  and will not  produce
  incorrect results.
  
  B.  In  connection  with  providing   calendar-related  data  to  and  accepting
  calendar-related  data  from  other  automated,  computerized,  and/or  software
  systems and users via user interfaces,  electronic interfaces, and data storage,
  the Product represents dates without ambiguity as to century.
  
  C. Netopia has verified  through testing that the Product  performs  properly to
  the following specified dates:  December 31, 1998, January 1, 1999, September 9,
  1999, September 10, 1999, December 31, 1999, January 1, 2000, February 29, 2000,
  March 1, 2000,  December 31,  2000,  January 1, 2001,  December  31,  2004,  and
  January 1, 2005.
  
  *Replica, Star Commands and Timbuktu for Windows  versions earlier than 1.5 have
  two-digit dates on Flash Notes. This two-digit date will have no effect on data.
  
  **Star Routers and Controllers have two-digit dates in error logs. There is no 
  effect on routed or repeated data.
  
  (b)  The  following  Year  2000  Readiness  Disclosure  statement  reflects  the
  Registrant's current state of readiness with respect to Year 2000 issues:
  
                    Year 2000  Readiness  Disclosure.  The Year 2000  issue is the
  result of computer  programs  being written using two digits rather than four to
  define the application year. Any of the Company's programs or products that have
  time-sensitive  software may recognize a date using "00" as the year 1900 rather
  than the year 2000.  In addition,  the year 2000 is a leap year,  which may also
  lead to  incorrect  calculations,  functions  or systems  failure.  As a result,
  within  approximately  one year,  computer  systems  and  software  used by many
  companies may need to be upgraded to comply with such Year 2000 requirements. In
  October  1996,  the Company  began a  "Millennium  Project" to  determine if any
  actions needed to be taken regarding  date-related effects to: (i) the Company's
  software or hardware products; (ii) the Company's internal operating and desktop
  computer systems and non-information technology systems; and (iii) the readiness
  of the Company's third party vendors and business partners.
  
                    Through  testing,  the Company has determined that its Netopia
  Internet router products,  the versions later than 1.5 of the Company's Windows,
  MacOS and  Enterprise  versions of Timbuktu Pro are Year 2000  Compliant and has
  received  certification  as such.  The Company is currently evaluating  the Year
  2000  compliance of its Netopia  Virtual Office software and expects the product
  to receive  certification  to such within the 1998  calendar year.  Although the
  Company's  products  are Year 2000  compliant,  the  Company  believes  that the
  purchasing patterns of customers and potential customers may be affected by Year
  2000 issues as companies expend significant  resources to correct or patch their
  current software systems for Year 2000 compliance. These expenditures may result
  in reduced  funds  available to purchase  products  such as those offered by the
  Company,  which could have a material adverse effect on the Company's  business,
  financial condition,  and operating results. In addition,  even if the Company's
  products  are  Year  2000  compliant,  other  systems  or  software  used by the
  Company's  customers  may  not be  Year  2000  compliant.  The  failure  of such
  non-compliant  third-party  software  or  systems  could  affect  the  perceived
  performance  of the  Company's  products,  which  could have a material  adverse
  effect on the Company's business, financial condition, and operating results.
  
                    The Company's internal systems include information  technology
  systems  such as  financial,  order  entry,  inventory,  shipping  and  customer
  database  computer  systems,   desktop  computer  systems  and   non-information
  technology systems such as telephones and facilities.  The Company has conducted
  a comprehensive  review of its internal  information  technology systems such as
  financial,  order entry,  inventory,  shipping and  customer  database  computer
  
                                         4
  systems  to  determine  if any  actions  need to be taken  regarding  Year  2000
  date-related  effects.  These  underlying  systems  are  based  on a  relational
  database  language which identifies dates based on four (4) digit numbers rather
  than two (2) digit  numbers and therefore  the Company has  determined  that the
  Year  2000  issue  will not pose  significant  operational  problems  for  these
  computer  systems.  The Company is in the process of initiating a  comprehensive
  inventory  and  evaluation  of all desktop  systems and expects to complete this
  process by June 1999. The additional costs of remediation are not expected to be
  material to the Company's financial condition or results of operations. However,
  if  implementation  of  replacement  systems is delayed  or if  significant  new
  non-compliance  issues  are  identified,   the  Company's  business,   financial
  condition and results of operations could be materially adversely affected.
  
           The Company is in the process of identifying and prioritizing  critical
  third party vendors, strategic partners and suppliers of non information related
  products and services concerning their plans and progress in addressing the Year
  2000  problem.  The Company is also working  with key  suppliers of products and
  services to determine that their operations and products are Year 2000 compliant
  or to monitor their progress toward Year 2000 compliance, as appropriate.
  
           While the  Company  has  dedicated  and will  continue  to  dedicate  a
  substantial  amount of time and internal  resources  towards attaining Year 2000
  compliance,  there can be no assurance that the Company's  Year 2000  compliance
  program  will be  completed  on a timely  basis.  In  addition,  there can be no
  assurance  that  there  will  not be an  interruption  of  operations  or  other
  limitations  of  system  functionality  or  that  the  Company  will  not  incur
  substantial costs to avoid such limitations. Any failure to effectively monitor,
  implement  or improve  the  Company's  operational,  financial,  management  and
  technical  support systems could have a material adverse effect on the Company's
  business,  financial  condition  and  results of  operations.  Furthermore,  the
  Company  believes  that the  purchasing  patterns  of  customers  and  potential
  customers  may be affected by Year 2000 issues as companies  expend  significant
  resources  to correct or patch  their  current  software  systems  for Year 2000
  compliance. These expenditures may result in reduced funds available to purchase
  software  products  such as those  offered by the  Company,  which  could have a
  material  adverse  effect on the  Company's  business,  financial  condition and
  results of operations. In addition, even if the Company's products are Year 2000
  compliant,  other systems or software used by the Company's customers may not be
  Year 2000 compliant.  The failure of such non-compliant  third-party software or
  systems could affect the perceived performance of the Company's products,  which
  could  have a  material  adverse  effect on the  Company's  business,  financial
  condition and results of operations.  The most likely worst case scenarios would
  include hardware failure and the failure of infrastructure  services provided by
  government  agencies  and other  third  parties  (e.g.,  electricity,  telephone
  service, water transport,  internet services, etc.). In such worst case scenario
  the Company would lose customers and revenue which would have a material adverse
  effect on the Company's business, financial condition and results of operations.
  The Company is in the process of completing  its  contingency  planning for high
  risk areas at this time and is  scheduled to commence  contingency  planning for
  medium to low risk areas by the end of the fiscal year. The Company  expects its
  contingency  plans to include,  among other things,  manual  "work-arounds"  for
  software  and  hardware  failures,  as  well  as  substitution  of  systems,  if
  necessary.
  
                                         5
  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.
  
                                             NETOPIA, INC.
  
  Date:  December 3, 1998      By: /s/ James A. Clark      
                                   ---------------------------------------------
                                   James A. Clark
                                   Vice President and Chief Financial Officer
                                   (Duly Authorized Officer and Principal
                                   Financial Officer)
  
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