8-K

   1


                       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): July 31, 2001

                                 METRICOM, INC.
             (Exact name of registrant as specified in its charter)



         DELAWARE                       0-19903                  77-0294597
(State or other jurisdiction     (Commission File Number)      (IRS Employer
     of incorporation)                                       Identification No.)

                             333 WEST JULIAN STREET
                           SAN JOSE, CALIFORNIA 95110
              (Address of principal executive offices and zip code)

       Registrant's telephone number, including area code: (408) 282-3000


   2

ITEM 5.  OTHER EVENTS.

         On July 31, 2001, Metricom, Inc. announced the appointment of Kevin I.
Dowd as Chief Executive Officer effective July 31, 2001. The press release
announcing the appointment is attached hereto as Exhibit 99.1.

         On August 2, 2001, Metricom, Inc. announced that, on July 26, 2001, it
received a Nasdaq staff determination letter indicating that Nasdaq had
determined to delist Metricom's securities from The Nasdaq Stock Market at the
opening of business on August 3, 2001. The Company also announced that it had
requested a hearing before a Nasdaq Listing Qualifications Panel to review the
staff determination, and that trading of the Company's securities would remain
suspended but the hearing request would stay the delisting of the Company's
securities pending the Qualifications Panel's decision. The press release
announcing the receipt of the Nasdaq letter is attached hereto as Exhibit 99.2.

         In addition, on August 2, 2001, Metricom announced plans to shut down
its Ricochet wireless data network operations in all of its markets and an
immediate staff reduction of 282 employees. The press release announcing the
network shutdown and staff reduction is attached hereto as Exhibit 99.3.



                                       2
   3

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.


         (c) Exhibits.

                EXHIBIT NO.    DESCRIPTION

                99.1           Press Release of Metricom, Inc, dated as of
                               July 31, 2001.
                99.2           Press Release of Metricom, Inc., dated as of
                               August 2, 2001.
                99.3           Press Release of Metricom, Inc., dated as of
                               August 2, 2001.


   4


                                       3

                                   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.

                                     METRICOM, INC.


Date:  August 3, 2001                By: /s/ Dale W. Marquart
                                         ------------------------------------
                                             Dale W. Marquart
                                             Senior Vice President and General
                                             Counsel




                                       4

EX-99.1

   1



EXHIBIT 99.1

METRICOM CONTACT:
Jonathan Moore
Jmoore@metricom.com


           Metricom Appoints Kevin Dowd as New Chief Executive Officer


SAN JOSE, CA., JULY 31, 2001 - Metricom, Inc. (Nasdaq: MCOMQ), a high-speed
wireless data services company, today announced the appointment of Kevin I. Dowd
as chief executive officer effective July 31, 2001. Dowd, 57, succeeds
Derrickson, who was interim chief executive officer for the past six months.

         A corporate turnaround specialist with more than 25 years of U.S. and
international sales, marketing, operations, administrative and general
management experience, Dowd is a principal of Nightingale & Associates, LLC and
was appointed as Metricom's chief restructuring officer on July 2, 2001, when
the Company filed for protection under Chapter 11 of the U.S. Bankruptcy Code.
Since then, he has been working with the Company to evaluate options for
financing the Company's continuing operations, as well as other strategic
alternatives. Metricom continues to operate its wireless data network and to
work with its creditors to restructure its debt obligations.

         "Kevin brings tremendous breadth of executive and financial experience,
particularly in restructuring situations, and can provide us with the insight we
need to evaluate Metricom's options," said Derrickson. "I am delighted that the
Board has made this decision and look forward to working in partnership with
Kevin to help Metricom preserve the inherent value in its leading Ricochet
technology and network."

         "Although there are certainly many challenges ahead, I believe in the
potential of our technology," said Dowd. "In his six-month tenure as CEO, Ralph
has done a formidable job of focusing the Company's efforts on building its
subscriber base in existing markets and maintaining high standards for service.
I will work hard to preserve what he's accomplished, while evaluating the
alternatives before us," said Dowd.


                                    - more -


   2


         In addition to having held a variety of operating management positions
in the communications, office products, computer, consumer banking and
investment banking industries, Dowd has served as interim president and chief
executive officer for more than 28 companies, including an $800 million
microelectronics distributor, $350 million financial services conglomerate, and
a major international shipping concern.



         The Company is not providing any further information about the
restructuring at this time.

         ABOUT NIGHTINGALE & ASSOCIATES, LLC

Founded in 1975 and based in Stamford, Conn., Nightingale & Associates, LLC
helps clients implement its recommendations on turnaround and profit-improvement
projects. The Company has a strong record of performance in implementing
divestiture and asset-recovery assignments. Many of the engagements it works on
are large and complex requiring a variety of management and specialized
disciplines.

About Metricom
Metricom, Inc. is a high-speed wireless data company. With its high-speed
Ricochet mobile access, Metricom is making "information anytime" possible-at
home, at the office, on the road, and on many devices. Founded in 1985, Metricom
has spent more than 15 years on the development of its distinctive MicroCellular
Data Network (MCDN) technology. That experience has enabled Metricom to develop
the fastest wireless mobile data networking and technology commercially
available today. Ricochet has been operating since 1995 at speeds up to 28.8
kbps. The new Ricochet, delivering user speeds of 128 kbps, is currently
available in thirteen markets and is connected to two other 28.8 kbps service
areas (Seattle and Washington DC) to increase coverage for mobile professionals.

Metricom, MCDN, and Ricochet are registered trademarks of Metricom, Inc. All
other trademarks are the property of their respective owners.

Statements made or implied in this press release that are not historical facts,
including those related to future market conditions, the Company's ability to
obtain additional funding or continue its operations, successfully restructure
its debt operations or realize any strategic alternatives or successfully emerge
from the Chapter 11 proceeding, whether its channel partners and resellers will
continue to provide access services to their end user subscribers, the ability
of the Company to continue to maintain its operations during the reorganization
process, future partners and future viability are forward looking and are made
pursuant to the safe harbor provisions of the Securities Litigation Reform Act
of 1995. Such statements involve risks and uncertainties, which may cause
results to differ materially from those set forth in these statements. Among
other things, additional competition from existing and future competitors may
impact the market. Projections of partners, market acceptance, technological
rollout and competition are estimated based on preliminary information as well
as certain assumptions which management believes to be reasonable at this

   3


time. All forward-looking statements are subject to risk that the actions or
strategies described will not be successfully completed. In addition to the
factors set forth elsewhere in this press release, the economic, competitive,
governmental, technological and other factors identified in Metricom's filings
with the Securities and Exchange Commission, including risks related to the
Company's ability to raise additional funding, could affect the forward-looking
statements contained in this press release.

EX-99.2

   1



EXHIBIT 99.2
METRICOM CONTACT:
Jonathan Moore
408.282.3035


              Metricom Announces Receipt of Nasdaq Delisting Letter

SAN JOSE, CA., AUGUST 2, 2001 -- Metricom, Inc. (Nasdaq: MCOMQ), a high-speed
wireless data services company, today announced that, on July 26, 2001, it
received a Nasdaq staff determination letter indicating that Nasdaq has
determined to delist Metricom's securities from The Nasdaq Stock Market at the
opening of business on August 3, 2001. Trading in Metricom's securities has been
suspended since July 2, 2001.

The letter indicates that the staff determination was based upon Metricom's July
2, 2001 filing under Chapter 11 of the U.S. Bankruptcy Code and associated
public interest concerns as set forth under Nasdaq Marketplace Rules 4450(f) and
4330(a)(3). The determination was also based upon Nasdaq's concerns regarding
the residual equity interest of the existing listed securities holders, as well
as the inability of Metricom to demonstrate that it is able to sustain
compliance with all requirements for continued listing on The Nasdaq Stock
Market.

The Company has requested a hearing before a Nasdaq Listing Qualifications Panel
to review the staff determination. Trading of the Company's securities will
remain suspended but the hearing request will stay the delisting of the
Company's securities pending the Qualifications Panel's decision. The Company
cannot provide assurance that the Qualifications Panel will grant the Company
continued listing on The Nasdaq Stock Market.

ABOUT METRICOM
Metricom, Inc. is a high-speed wireless data company. With its high-speed
Ricochet mobile access, Metricom is making "information anytime" possible-at
home, at the office, on the road, and on many devices. Founded in 1985, Metricom
has spent more than 15 years on the development of its distinctive MicroCellular
Data Network (MCDN) technology. That experience has enabled Metricom to develop
the fastest wireless mobile data networking and technology commercially
available today. Ricochet has been operating since 1995 at speeds up to 28.8
kbps. The new Ricochet, delivering user speeds of 128 kbps, is currently
available in thirteen markets and is connected to two other 28.8 kbps service
areas (Seattle and Washington DC) to increase coverage for mobile professionals.

Metricom, MCDN, and Ricochet are registered trademarks of Metricom, Inc. All
other trademarks are the property of their respective owners.


                                    - more -


   2


Statements made or implied in this press release that are not historical facts,
including those related to future market conditions, the Company's ability to
obtain additional funding or continue its operations, continue to have its
securities listed on The Nasdaq Stock Market, successfully restructure its debt
operations or realize any strategic alternatives or successfully emerge from the
Chapter 11 proceeding, whether its channel partners and resellers will continue
to provide access services to their end user subscribers, the ability of the
Company to continue to maintain its operations during the reorganization
process, , future partners and future viability are forward looking and are made
pursuant to the safe harbor provisions of the Securities Litigation Reform Act
of 1995. Such statements involve risks and uncertainties, which may cause
results to differ materially from those set forth in these statements. Among
other things, additional competition from existing and future competitors may
impact the market. Projections of partners, market acceptance, technological
rollout and competition are estimated based on preliminary information as well
as certain assumptions which management believes to be reasonable at this time.
All forward-looking statements are subject to risk that the actions or
strategies described will not be successfully completed. In addition to the
factors set forth elsewhere in this press release, the economic, competitive,
governmental, technological and other factors identified in Metricom's filings
with the Securities and Exchange Commission, including risks related to the
Company's ability to raise additional funding, could affect the forward-looking
statements contained in this press release.


                                      # # #

EX-99.3

   1


EXHIBIT 99.3

METRICOM CONTACT:
Jonathan Moore
408.282.3035


 Metricom to Terminate Network Operations; Implements Further Staff Reductions

SAN JOSE, CA, AUGUST 2, 2001 - Metricom, Inc. (Nasdaq: MCOMQ), a high-speed
wireless data services company, today announced plans to shut down its Ricochet
wireless data network operations in all of its markets. The Company also
announced an immediate staff reduction of 282 employees. Following yesterday's
hearing in the U.S. Bankruptcy Court in San Jose, the Company's Board of
Directors determined to cease operation of the Company's Ricochet network on
Wednesday, August 8, 2001, to conduct an orderly wind down of the Company's
business and to sell its assets. The sale of the Company's technology assets is
expected to be conducted by auction on August 16, 2001.

Metricom's remaining employees will carry out an orderly shutdown of the network
over the next three weeks. In addition, a small team will remain with the
Company through the end of October 2001 to oversee the liquidation process.

SUBSCRIBERS
The Company anticipates that the Ricochet network will cease operation after
Wednesday, August 8, 2001 and that subscribers will have access to e-mail
accounts reliant on the Ricochet network until that time. For subscription
information, subscribers should contact their Ricochet service provider.

RESELLERS
To assist with an orderly wind down of operations, the Company intends to work
with its resellers and channel partners during the transition period prior to
the network's shutdown on August 8, 2001.

                                    - more -

   2

The Company will not be providing any additional comment at this time. For
further information, please visit the Metricom Web site at www.metricom.com.

ABOUT METRICOM
Metricom, Inc. is a high-speed wireless data company. With its high-speed
Ricochet mobile access, Metricom is making "information anytime" possible-at
home, at the office, on the road, and on many devices. Founded in 1985, Metricom
has spent more than 15 years on the development of its distinctive MicroCellular
Data Network (MCDN) technology. That experience has enabled Metricom to develop
the fastest wireless mobile data networking and technology commercially
available today. Ricochet has been operating since 1995 at speeds up to 28.8
kbps. The new Ricochet, delivering user speeds of 128 kbps, is currently
available in thirteen markets and is connected to two other 28.8 kbps service
areas (Seattle and Washington DC) to increase coverage for mobile professionals.

Metricom, MCDN, and Ricochet are registered trademarks of Metricom, Inc. All
other trademarks are the property of their respective owners.

Statements made or implied in this press release that are not historical facts,
including those related to the Chapter 11 proceeding, the liquidation process,
the network shutdown, the Company's ability to continue to have its securities
listed on The Nasdaq Stock Market or successfully restructure its debt
operations, successfully realize any strategic alternatives or successfully
emerge from the Chapter 11 proceeding and whether its channel partners and
resellers will continue to provide access services to their end user subscribers
are forward looking and are made pursuant to the safe harbor provisions of the
Securities Litigation Reform Act of 1995. Such statements involve risks and
uncertainties, which may cause results to differ materially from those set forth
in these statements. Among other things, additional competition from existing
and future competitors may impact the market. Information is provided based on
certain assumptions that management believes to be reasonable at this time. All
forward-looking statements are subject to risk that the actions or strategies
described will not be successfully completed. In addition to the factors set
forth elsewhere in this press release, the economic, competitive, governmental,
technological and other factors identified in Metricom's filings with the
Securities and Exchange Commission, as well as the risk that plans for future
operations may change due to unanticipated developments, actions that Nasdaq may
take regarding the proposed de-listing from The Nasdaq Stock Market, risks
resulting from existing or future litigation, could affect the forward-looking
statements contained in this press release.