SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
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
12/31/97
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 507,307
8. SHARED DISPOSITIVE POWER 48,297
9. AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 555,604
(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 17.3%
12. TYPE OF REPORTING PERSON EP
CUSIP NO. 872293-10-5 Schedule 13G
PAGE 2 OF 2 PAGES
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, 1997 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 (48,297
shares as of December 31,1997) or for shares
held in trust for active plan participants
over which the Plan does not have
discretionary voting authority (507,307 shares
as of December 31, 1997) 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: January 13, 1998
Signature: /S/ John W. Ballard II
Name and Title: John W. Ballard II
Administrative Committee
Member,
TCI International Inc.
Employee Stock Ownership Plan
