IWL COMMUNICATIONS INC
8-K, 1998-02-06
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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<PAGE>

                         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):
                                  January 29, 1998


                          IWL COMMUNICATIONS, INCORPORATED
               ------------------------------------------------------
               (Exact name of registrant as specified in its charter)

        TEXAS                          0-22293                   76-0043882
   ---------------                   ------------            ------------------
   (State or other                   (Commission              (I.R.S. Employer
   jurisdiction of                   File Number)            Identification No.)
    incorporation)


                         12000 AEROSPACE AVENUE, SUITE 200
                               HOUSTON, TEXAS  77034
            ------------------------------------------------------------
            (Address of principal executive offices, including zip code)


         Registrant's telephone number, including area code (281) 482-0289


                                   NOT APPLICABLE
           -------------------------------------------------------------
           (Former name or former address, if changed since last report)

<PAGE>

ITEM 5.   OTHER EVENTS

          See Exhibit 20.1 to this Form 8-K.


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


          (c)  Exhibit.

               20.1 Press Release, dated January 29, 1998, regarding the
                    acquisition of Integrated Communications and
                    Engineering Limited.























                                       2

<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 thereunto duly authorized.


                                   IWL COMMUNICATIONS, INCORPORATED


February 6, 1998                   By:    /s/ Byron M. Allen
                                      ---------------------------------
                                         Byron M. Allen
                                         President



























                                       3

<PAGE>


                                EXHIBIT INDEX

Exhibit No.                            Description
- -----------                            -----------
20.1                Press Release, dated January 29, 1998, regarding the
                    acquisition of Integrated Communications and Engineering
                    Limited.





<PAGE>


                                     IWL
                          THE POWER OF SYNERGY-TM-



                    IWL Communications. Inc. Acquires ICEL

     HOUSTON, Jan. 29/PRNewswire -- IWL Communications, Inc. (Nasdaq: IWLC) 
("IWL") today announced the completion of its acquisition of Integrated 
Communications and Engineering Limited ("ICEL") The acquisition was funded 
with IWL common stock and cash.

     ICEL, founded in 1994, is a communications service provider to oil and 
gas companies operating in the North Sea.  ICEL's services are very similar 
to those provided by IWL in the Gulf of Mexico.  The acquisition will allow 
IWL to better serve customers which have drilling rigs and ships located in 
these regions.  For fiscal year ended August 31, 1997, ICEL had sales of 
1,936M British Pounds Sterling or approximately $3.1M USD with pretax profit 
of 104,662 British Pounds Sterling or approximately $168,506 USD.

     IWL will combine INMARSAT and maritime communications products with 
other carrier service offerings to provide customers with turnkey 
telecommunication solutions to include special and switched access services 
both internationally and domestically.  ICEL/IWL Aberdeen will serve not only 
the oil and gas industry IMMARSAT needs but also the northeast Scottish 
marine and fishing industry.  Additionally, IWL is exploring ways to support 
the oil and gas industry in the Norwegian sector of the North Sea.  However, 
no operations have been finalized.

     IWL provides advanced telecommunication solutions to customers with 
operations in remote, difficult-access regions and in areas around the world 
where government deregulation has created new market opportunities.  IWL 
delivers comprehensive telecommunication services to its customers by 
utilizing a broad range of technologies, including fiber optic networks, 
satellite systems, microwave radio systems, trunked and conventional two-way 
radio, and data communication networks.

     IWL is also an interexchange carrier that provides special and switched 
access services internationally and domestically under the IWL Connect(TM) 
brand name.  For additional company information please visit the IWL 
Communications, Inc. World Wide Web home page at http://www.iwlc.com.



                                        (more)


                             IWL COMMUNICATIONS, INC.
            12000 AEROSPACE AVENUE, SUITE 200 - HOUSTON, TEXAS 77034 - 
              TELEPHONE: (281) 482-0289 - FACSIMILE: (281) 482-9144




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