SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __10__)*
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
12/31/98 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 442,234
8
SHARED DISPOSITIVE POWER 52,020
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 494,254
(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
15.4%
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, 1998 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 (52,020 shares
as of December 31,1998) or for shares held in trust for active plan
participants over which the Plan does not have discretionary voting
authority (442,234 shares 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 for John W. Ballard II
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 2, 1999
Signature: /s/Mary Ann Alcon
-------------------
Name and Title: MARY ANN ALCON
Administrative Committee Member,
TCI International Inc. Employee Stock Ownership Plan
