COHERENT COMMUNICATIONS SYSTEMS CORP
SC 13G, 1997-02-13
TELEPHONE & TELEGRAPH APPARATUS
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                          SECURITIES AND EXCHANGE COMMISSION
                                 Washington, DC 20549
                                           
                                     Schedule 13G
                                    (Rule 13d-102)
                                           
               INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
                      UNDER THE SECURITIES EXCHANGE ACT OF 1934
                                  (Amendment No. 2)(1)
                                           
                     Coherent Communications Systems Corporation
                                   (Name of Issuer)
                                           
                        Common Stock, $.01 par value per share
                            (Title of Class of Securities)
                                           
                                     192478 10 5
                                    (CUSIP Number)
                                           









(1)   The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.

The information required on 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 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).

                                            
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CUSIP NO.     192478 10 5

1.  NAME OF REPORTING PERSON 
    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

    Daniel L. McGinnis

2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                 (a) /  /       
                                                 (b) /  /    
3.  SEC USE ONLY

4.  CITIZENSHIP OR PLACE OF ORGANIZATION
    
    USA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
    
    5.   SOLE VOTING POWER                  

         842,919 (includes 100,421 shares that may be acquired
         upon exercise of options exercisable within 60 days of 
         12/31/96

    6.   SHARED VOTING POWER                
    
    7.   SOLE DISPOSITIVE POWER                  
         
         842,919 (includes 100,421 shares that may be acquired
         upon exercise of options exercisable within 60 days of 
         12/31/96
                        
    8.   SHARED DISPOSITIVE POWER      
              
9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    842,919 (includes 100,421 shares that may be acquired  upon 
    exercise of options exercisable within 60 days of 12/31/96

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / /

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

    5.6%

12. TYPE OF REPORTING PERSON*

    IN

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Item 1 (a)    Name of Issuer:

Coherent Communications Systems Corporation

Item 1 (b)    Address of Issuer's Principal Executive Offices:

44084 Riverside Parkway
Leesburg, VA 22075

Item 2 (a)    Name of Person Filing:

Daniel L. McGinnis

Item 2 (b)    Address of Principal Business Office:

44084 Riverside Parkway
Leesburg, VA 22075

Item 2 (c)    Citizenship:

USA

Item 2 (d)    Title of Class of Securities:

Common Stock, $.01 par value

Item 2 (e)    CUSIP Number:

192478 10 5

Item 3   If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b),
         check whether the person filing is a :

         (a) /  /  Broker or dealer registered under Section 15 of 
                   the Act.

         (b) /  /  Bank as defined in Section 3(a)(6) of the Act.

         (c) /  /  Insurance Company as defined in Section 3(a)(19) 
                   of the Act.

         (d) /  /  Investment Company registered under Section 8 of 
                   the Investment Company Act of 1940.

         (e) /  /  Investment Adviser registered under Section 203 
                   of the Investment Advisers Act of 1940.

         (f) /  /  Employee Benefit Plan, Pension Fund which is 
                   subject to the provisions of the Employee 
                   Retirement Income Security Act of 1974 or 
                   Endowment Fund; see 13d-1(b)(1)(ii)(F).

         (g) /  /  Parent Holding Company, in accordance with Rule 
                   13d-1(b)(ii)(G); see Item 7.

         (h) /  /  Group, in accordance with Rule 13d-
                   1(b)(1)(ii)(H).

Not Applicable

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Item 4        Ownership:

(a) Amount Beneficially Owned:              

    842,919 (includes 100,421 shares that may be acquired  upon 
    exercise of options exercisable within 60 days of 12/31/96

(b) Percent of Class:   

    5.6% 

(c) Number of shares as to which such person has:

    (i)    sole power to vote or to direct the vote:         

           842,919 (includes 100,421 shares that may be acquired upon 
           exercise of options exercisable within 60 days of 12/31/96

    (ii)   shared power to vote or to direct the vote:       

           0

    (iii)  sole power to dispose or to direct the disposition of:      
           842,919 (includes 100,421 shares that may be acquired upon 
           exercise of options exercisable within 60 days of 12/31/96

    (iv)   shared power to dispose or to direct the disposition of:    

           0         

Item 5   Ownership of Five Percent or Less of a Class:

Not applicable

Item 6   Ownership of More than Five Percent on Behalf of Another Person:

Not applicable

Item 7   Identification and Classification of the Subsidiary Which Acquired the
         Security Being Reported on By the Parent Holding Company:

Not applicable

Item 8   Identification and Classification of Members of the Group:

Not applicable

Item 9   Notice of Dissolution of Group:

Not applicable

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


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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.
                                           
                                           
                                      SIGNATURE
                                           
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.


                             /s/ Daniel L. McGinnis
                             ----------------------
                             Daniel L. McGinnis

Dated:   February 5, 1997





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