SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __8__)*
TCI INTERNATIONAL, INC.
(name of issuer)
Common Stock $.01 par value per share
(Title of Class of Securities)
872293-10-5
(CUSIP Number)
Check the following box if a fee is being paid with
this statement [ ]. (A fee is not required only
if the filing person: (1) has a previous statement
on file reporting beneficial ownership of more than
five percent of the class of securities described
in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership
of five percent or less of such class.) (See Rule
13d-7.)
*The remainder of this cover page shall be filled
out for a reporting person's initial filing of this
form with respect to the subject class of
securities, and for any subsequent amendment
containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this
cover page shall not be deemed to be 'filed' for
the purpose of Section 18 of the Securities
Exchange Act of 1934('Act') or otherwise subject to
the liabilities of that section of the Act but
shall be subject to all other provisions of Act
(however, see the Notes).
1
NAME OF REPORTING PERSON/S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON:
TCI International Inc. Employee Stock
Ownership Plan (formerly the Technology for
Communications International Employee Stock
Ownership Plan) 94-2431209
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION: California
12/31/96 NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH (See disclaimer in
Item 4)
5
SOLE VOTING POWER (See disclaimer in Item 4) 0
6
SHARED VOTING POWER 0
7
SOLE DISPOSITIVE POWER 536,010
8
SHARED DISPOSITIVE POWER 55,968
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 591,978
(See disclaimer in Item 4)
10
CHECK IF AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
18.6%
12
TYPE OF REPORTING PERSON EP
Item 1(a): Name of Issuer: TCI International,Inc.
Item 1(b): Address of Issuer's Principal Executive
Offices:
222 Caspian Drive, Sunnyvale, CA 94089
Item 2(a): Name of Person Filing:
TCI International Inc. Employee Stock
Ownership Plan (formerly the Technology for
Communications International Employee Stock
Ownership Plan)
Item 2(b): Address of Principal Business Office:
222 Caspian Drive, Sunnyvale, CA 94089
Item 2(c): Citizenship: California
Item 2(d): CUSIP Number 872293-10-5
Item 3: Type of Reporting Person:
Employee Benefit Plan which is subject to the
provisions of the Employee Retirement Income
Security Act of 1974
Item 4: Ownership
The information in Items 5-11 on the cover
page is incorporated by reference.
Note: TCI International Inc. Employee Stock
Ownership Plan (the "Plan") disclaims beneficial
ownership of TCI International Inc. common stock
held as of December 31, 1996 in trust for inactive
Plan participants over which the Plan does not have
discretionary voting authority or full discretion
to purchase or dispose of securities (55,968 shares
as of December 31,1996) or for shares held in trust
for active plan participants over which the Plan
does not have discretionary voting authority
(536,010 shares as of December 31, 1996) and the
filing of this statement 13G shall not be construed
as an admission that the Plan is the beneficial
owner of any securities described in this sentence.
Item 5: Ownership of Five Percent or Less of a
Class:
N/A
Item 6: Ownership of More than Five Percent on
Behalf of Another Person:
Shares are held in trust for the participants
of the Employee Stock Ownership Plan. No Plan
participant is known to have such interest
with respect to more than 5% of the class
except as follows: (i) John W. Ballard II and
(ii) E.M.T.Jones
Item 7:Identification and Classification of the
Subsidiary which Acquired the Security Being
Reported on by the Parent Holding Company:
N/A
Item 8: Identification and Classification of
Members of the Group:
N/A
Item 9: Notice of Dissolution of Group:
N/A
Item 10: Certification:
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to
above were acquired in the ordinary course of
business and were not acquired for the purpose of
and do not have the effect of changing or
influencing the control of the issuer of such
securities and were not acquired in
connection with or as a participant in any
transaction having such purpose or effect.
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the
information set forth in this statement is true,
complete and correct.
Date: February 5, 1997
Signature:
/s/ John W. Ballard
Name and Title: John W. Ballard II, Administrative
Committee Member, TCI
International Inc. Employee Stock
Ownership Plan
