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SEC USE ONLY
DOCUMENT SEQUENCE NO.
CUSIP NUMBER
WORK LOCATION
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 144
NOTICE OF PROPOSED SALE OF SECURITIES
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
ATTENTION:Transmit for filing 3 copies of this form concurrently
with either placing an order with a broker to execute
sale or executing a sale directly with a market maker.
1.(a) NAME OF ISSUER (Please type or print)
Geotek Communications Inc.
(b) IRS IDENT. NO.
22-2358635
(c) S.E.C. FILE NO.
001-11620
(d) ADDRESS OF ISSUER
20 Craig Road, Montvale, New Jersey 07645
(e) TELEPHONE NO.
(201) 930-9305
2.(a) NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE
SOLD
Elliott Associates, L.P.
(b) SOCIAL SECURITY NUMBER OR IRS IDENT. NO.
22-2140975
(c) RELATIONSHIP TO ISSUER
None
(d) ADDRESS
712 Fifth Avenue
New York, New York 10019
INSTRUCTION: The person filing this notice should contact the
issuer to obtain the IRS Identification and the S.E.C. File Number
3.(a) TITLE OF THE CLASS OF SECURITIES TO BE SOLD
Common Stock
<PAGE>
(b) NAME AND ADDRESS OF EACH BROKER THROUGH WHOM THE SECURITIES
ARE TO BE OFFERED OR EACH MARKET MAKER WHO IS ACQUIRING THE
SECURITIES
Manchester Securities Corp.
712 Fifth Avenue
New York, New York 10019
Instinet Corporation
875 Third Avenue
New York, New York 10022
Cathay Financial L.L.C.
450 Park Avenue
New York, New York 10022
Oppenheimer & Co., Inc.
Oppenheimer Tower
World Financial Center
New York, New York 10281
SEC USE ONLY
Broker-Dealer File Number
(c) NUMBER OF SHARES OR OTHER UNITS TO BE SOLD (See Instr. 3(c))
950,000
(d) AGGREGATE MARKET VALUE (See Instr. 3(d))
$475,000
(e) NUMBER OF SHARES OR OTHER UNITS OUTSTANDING
(See Instr. 3(e))
70,335,000
(f) APPROXIMATE DATE OF SALE (Month/Day/Year) (See Instr. 3(f))
2/4/98
(g) NAME OF EACH SECURITIES EXCHANGE (See Instr. 3(g))
None
INSTRUCTIONS:
1.(a) Name of issuer
(b) Issuer's I.R.S. identification number
(c) Issuer's S.E.C. file number, if any
(d) Issuer's address, including zip code
(e) Issuer's telephone number, including area code
2.(a) Name of person for whose account the securities are to be
sold
(b) Such person's Social Security or I.R.S. identification
number
(c) Such person's relationship to the issuer (i.e., officer,
director, 10% stockholder, or member of immediate family
of any of the foregoing)
(d) Such person's address, including zip code
3.(a) Title of the class of securities to be sold
(b) Name and address of each broker through whom the securities
are intended to be sold
(c) Number of share or other units to be sold (if debt
securities, give aggregate face amount)
(d) Aggregate market value of the securities to be sold as of
a specified date within 10 days prior to the filing of this
notice
(e) Number of shares or other units of the class outstanding, or
if debt securities the face amount thereof outstanding, as
shown by the most recent report or statement published by
the issuer
(f) Approximate date on which the securities are to be sold
(g) Name of each securities exchange, if any, on which the
securities are intended to be sold
Table I - SECURITIES TO BE SOLD
Furnish the following information with respect to the acquisition
of the securities to be sold and with respect to the payment of all
or any part of the purchase price or other consideration therefor.
1. Title of Class
Common Stock
2. Date You Acquired
12/31/96
3. Nature of Acquisition Transaction
Conversion of Preferred Stock, and pursuant to distributions
upon or in respect of, or exchanges for, such Preferred Stock
4. Name of Person from Whom Acquired
(If gift, give date donor acquired)
Geotek Communications Inc.
5. Amount of Securities Acquired
950,000
6. Date of Payment (Month/Day/Year)
12/31/96
7. Nature of Payment
Cash
INSTRUCTIONS:If the securities were purchased and full payment therefor was not
made in cash at the time of purchase, explain in a note thereto
the nature of the consideration given. If the consideration
consisted of any note or other obligation, or if payment was made
in installments describe the arrangement and state when the note
or other obligation was discharged in full or the last installment
paid.
<PAGE>
Table II - SECURITIES SOLD DURING THE PAST 3 MONTHS
Furnish the following information as to all securities of the
issuer sold during the past 3 months by the person for whose
account the securities are to be sold
1. Name and Address of Seller
Elliott Associates, L.P.
712 Fifth Avenue
New York, New York 10019
2. Title of Securities Sold
Common Stock
3. Date of Sale
1/15/98 - 2/3/98
4. Amount of Securities Sold
2,148,042*
5. Gross Proceeds
$1,554,358.79
REMARKS:
*Securities Sold Pursuant to Rule 144 during the past 3
months
INSTRUCTIONS:
See the definition of "person" in paragraph (a) of Rule 144.
Information is to be given not only as to the person for whose
account the securities are to be sold but also as to all other
persons included in that definition. In addition, information
shall be given as to sales by all persons whose sales are required
by paragraph (e) of Rule 144 to be aggregated with sales for the
account of the person filing this notice.
ATTENTION:
The person for whose account the securities to which this notice
relates are to be sold hereby represents by signing this notice
that he does not know any material adverse information in regard to
the current and prospective operations of the Issuer of the
securities to be sold which has not been publicly disclosed.
2/4/98
Date of Notice
/s/ Paul E. Singer, General Partner
Signature
This notice shall be signed by the person for whose account the
securities are to be sold. At least one copy of the notice shall
be manually signed. Any copies not manually signed shall bear
typed or printed signatures
ATTENTION: Intentional misstatements or omission of facts
constitute Federal Criminal Violations (See 18 U.S.C. 1001)
