10Q Page 1


             UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C.  20549


                              FORM 10-Q



  X   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF 
      THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 1996 *

OR

_____   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF 
        THE SECURITIES EXCHANGE ACT OF 1934

For the transition period N/A


Commission file number:  0-10877


                       TCI INTERNATIONAL, INC.
           (Exact name of registrant as specified in its charter)


           Delaware                          94-3026925
(State of other jurisdiction of    (I.R.S. Employer Identification
 incorporation or organization)     Number)

222 Caspian Drive, Sunnyvale, California      94089-1014
(Address of principal executive offices)      (Zip Code)

(408)747-6100
(Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all 
reports required to be filed by Section 13 or 15(d) of the Securities 
Exchange Act of 1934 during the preceding 12 months (or for such 
shorter period that the registrant was required to file such 
reports), and (2) has been subject to such filing requirements for 
the past 90 days.  Yes   X    No ___

As of March 31, 1996,  3,162,132 shares of Common Stock were 
outstanding.


10Q Page 2

TCI INTERNATIONAL, INC.

PART I   FINANCIAL INFORMATION

Condensed Consolidated Financial Statements

The unaudited condensed consolidated financial statements included 
herein have been prepared by the Company pursuant to the rules and 
regulations of the Securities and Exchange Commission.  Certain 
information and footnote disclosures normally included in financial 
statements prepared in accordance with generally accepted accounting 
principles have been condensed or omitted pursuant to such rules and 
regulations, although the Company believes the information included 
herein, when read in conjunction with the financial statements and 
related notes included in the Company's Annual Report on Form 10-K 
for the year ended September 30, 1995, filed with the Securities and 
Exchange Commission, to be not misleading.  Further, the following 
financial statements reflect, in the opinion of management, all 
adjustments necessary (consisting of normal recurring entries) to 
present fairly the financial position and results of operations as of 
and for the periods indicated.

The results of operations for the six months ended March 31, 1996, 
are not necessarily indicative of results to be expected for the 
entire year ending September 30, 1996.


10Q Page 3

TCI INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts)

<TABLE>
                                          Three Months Ended      Six Months Ended
                                               March 31                March 31
                                          1996         1995      1996         1995
<S>                                       <C>         <C>       <C>         <C> 
Revenues                               $  7,809    $  6,881    $13,736     $13,720
Operating costs and expenses:
  Cost of revenues                        5,210       4,454      8,447       8,377
  Marketing, general and administrative   2,559       2,421      5,116       5,098
                                          7,769       6,875     13,563      13,475
Income from operations                       40           6        173         245
Investment income, net                      343         315        681         503
Income before provision
    for income taxes                        383         321        854         748
Provision for income taxes                   23          19        160          45

Net income                             $    360    $    302    $   694     $   703

Net income, per share                  $    .11    $    .09    $   .21     $    22
Shares used in per share 
  computations                            3,366       3,262      3,379       3,250

See accompanying Notes to Condensed Consolidated Financial Statements.
</TABLE>

10Q Page 4

TCI INTERNATIONAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amounts)
<TABLE>
                                                    March 31,        September 30,
                                                      1996                1995
<S>                                                   <C>                <C>                                                
ASSETS

Current assets
  Cash and cash equivalents                         $  4,137           $  3,598
    (Includes restricted cash of $2,272 on Mar. 31, 1996, 
      $2,474 on Sept. 30, 1995)
  Short-term investments                              19,481             15,068
  Accounts receivable -
     Billed                                            3,952              3,529
     Unbilled                                          4,337              3,831
  Inventories                                          4,857              4,282
  Prepaid expenses                                       629                382
        Total current assets                          37,393             30,690
Property and equipment, net                            1,549              1,592
Other assets                                             412                 91
        Total assets                                 $39,354            $32,373

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable                                   $ 3,030            $ 1,900
  Customer deposits and billings on uncompleted
    contracts in excess of revenue recognized          7,782              1,754
  Accrued liabilities                                  2,965              3,864
        Total current liabilities                     13,777              7,518

Stockholders' equity:
  Common stock, par value $.01; authorized 5,000
    shares; issued and outstanding 3,281 shares       11,780             11,780
  Retained earnings                                   14,372             13,702
  Valuation allowance-short -term investments            (42)                 7
  Treasury shares at cost; 119 and 142 shares at 
    Mar. 31, 1996 and Sept. 30, 1995, respectively      (533)              (634)
        Total stockholders' equity                    25,577             24,855
        Total liabilities and stockholders' equity   $39,354            $32,373


See accompanying Notes to Condensed Consolidated Financial Statements.
</TABLE>

10Q Page 5

TCI INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended March 31,
(In thousands)


                                                     1996                 1995

Cash provided by (used in):
Operations:
  Net income                                       $   694            $    703
  Reconciliation to cash provided by (used in) operations:
     Depreciation                                      274                 304

  Changes in assets and liabilities:
     Accounts receivable                              (929)                375
     Refundable income taxes                             0                 567
     Inventories                                      (575)               (428)
     Prepaid expenses                                 (568)                 17
     Accounts payable1,130 (648)
     Customer deposits/billing in excess of revenue  6,028              (1,348)
     Accrued liabilities                              (899)               (396)
Cash provided by (used in) operations                5,155                (854)

Investing activities:
  Purchases of property and equipment                 (232)               (179)
  Purchases of short-term investments              (13,621)             (3,449)
  Proceeds from sale of short-term investments       9,159                   0
Cash used in investing activities                   (4,694)             (3,628)

Financing activities:
  Repurchase of common stock for treasury stock          0                (681)
  Stock options exercised                               78                   0
Cash provided by (used in) financing activities         78                (681)

Net increase (decrease) in cash and cash equivalents   539              (5,163)
Cash and cash equivalents at beginning of period     3,598               7,578
Cash and cash equivalents at end of period        $  4,137            $  2,415


See accompanying Notes to Condensed Consolidated Financial Statements


10Q Page 6

TCI INTERNATIONAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1

Inventories consist of the following (in thousands):

                                       March 31,        September 30,
                                         1996               1995

  Material and component parts          $3,492             $3,336
  Work in process                        1,365                946
                                        $4,857             $4,282


Note 2

At March 31, 1996 there were outstanding standby letters of credit of 
approximately $2,832,000 serving as performance and payment bonds.  The 
standby letters of credit expire at various dates through 1997; however, 
certain performance bonds are automatically renewable until canceled by the 
beneficiary.  These outstanding standby letters of credit are fully secured 
by the Company's cash or short term investment portfolio.


10Q Page 7

TCI INTERNATIONAL, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

Second Fiscal Quarter of 1996
Compared to Second Fiscal Quarter of 1995

Revenues for the first six months of fiscal year 1996 were $13,736,000, 
compared to revenues of $13,720,000 for the same period a year ago.  Revenues 
for the second quarter increased 14% from $6,881,000 in fiscal year 1995 to 
$7,809,000 in fiscal year 1996.  While the general business activity for the 
year has increased compared to that of a year ago, variances in material 
flows and the timing of completion of some fixed priced, long-term contracts 
continue to contribute to quarter to quarter fluctuations in revenues and 
gross profit.

Gross profit expressed as a percentage of revenue for the fiscal 1996 six 
month period remained flat compared to the same period from the prior year, 
and decreased from 35% to 33% for the comparative second quarters.  Gross 
profit expressed as a percentage of revenue may decline further during the 
remaining six months of the fiscal year due to competitive bidding pressures 
the Company experienced during the last 18 months in its successful pursuit 
of its broadcast and spectrum monitoring related contracts.  Revenues from 
these contracts are expected to constitute substantially all of the Company's 
total of revenue during the remainder of the fiscal year, and as such, may 
serve to suppress overall profitability.

Net interest income for the first six months of fiscal year 1996 was 
$681,000, an increase of 35% over net interest income of $503,000 for the 
same period in fiscal year 1995.  This increase is due to the benefit of a 
comparatively higher cash and short-term investment balance. 

Net income for the first six months of fiscal year 1996 was $694,000 or $0.21 
per share, compared to net income of $703,000 or $0.22 per share for the same 
period in fiscal year 1995.

The Company's total backlog at March 31, 1996 was $37 million compared to $36 
million at September 30, 1995.  The total funded portion of the Company's 
backlog at March 31, 1996 was $32 million compared to $26 million at 
September 30, 1995.  The Company's funded backlog excludes unfunded and 
unexercised options which the Company believes are likely to be exercised 

The results of operations for the first six months in fiscal year 1996 are 
not necessarily indicative of future quarterly or annual performance 
expectations.  This report contains forward looking statements regarding 
future events and the future performance of the Company that involve risks 
and uncertainties that could cause actual results to differ materially.  We 
refer you to the documents of the Company filed from time to time with the 
Securities and Exchange Commission, such as the Company's Annual Report on 
Form 10-K, Current Reports on Form 8-K and other Quarterly Reports on Form 
10-Q, which contain descriptions of certain factors that could cause actual 
results to differ from current expectations.  See also "Factors That May 
Affect Future Operating Results".


10Q Page 8

FACTORS THAT MAY AFFECT FUTURE OPERATING RESULTS

The Company operates in a highly competitive environment that involves a 
number of risks, some of which are beyond the Company's control.  The 
following discussion highlights some of these risks.

Fluctuations in Operating Results

The Company's operating results may fluctuate from quarter to quarter and
year to year for a number of reasons.  While there is no seasonality to the
Company's business, because of the Company's relative small size, combined
with the extended delivery cycles of its long-term project-oriented business,
revenues and accompanying gross margins are inherently difficult to predict.
Because the Company plans its operating expenses, many of which are
relatively fixed in the short term, based on the assumption of stable
performance, a relatively small revenue shortfall may cause profitability
from operations to suffer.  Historically, the Company has endured periods of
volatility in its revenue results due to a number of factors, including
shortfalls in new orders, delays in the availability of new products, delays
in subcontractor provided materials and services, and delays associated with
foreign construction activities.  Gross margins are strongly influenced by a
mix of considerations, including pressures to be the low price supplier in
competitive bid solicitations, the mix of contract material and non-recurring
engineering services, and the mix of newly developed and existing product
sold to various customers.  The Company believes these historical challenges
will continue to affect its future business.

During fiscal year 1995, The Company formed a wholly-owned subsidiary, TCI 
Wireless, Inc. ("TCIW") to provide wireless communication services to the 
maritime and commercial aviation markets using proprietary equipment 
developed by the Company and facilities and bandwidth provided by various 
coast station operators around the world.  The Company expects that the 
future cost of this and other development efforts may be significant enough 
to generate a loss from operations in any quarter during both fiscal year 
1996 and 1997.

Managing a Changing Business

As detailed in the Company's most recent Annual Report, as part of its 
diversification efforts the Company intends to pursue at least three areas of 
product and market development.  The Company is in the process of adopting a 
business management plan that includes substantial investments in its sales 
and marketing organizations, increased funding of existing research and 
development programs, and certain investments in corporate infrastructure 
that will be required to support the Company's diversification objectives 
during the next three years.  Accompanying this process are a number of 
risks, including a higher level of operating expenses, the difficulty of 
competing with companies of larger size for talented technical personnel, and 
the complexities of managing a changing business.  There also exists the risk 
the Company may inaccurately estimate the viability of any one or all of its 
diversification efforts and as a result, may experience substantial revenue 
shortfalls of a size so significant as to generate losses from operations.


10Q Page 9

Risk Associated with Expansion into Additional Markets and Product 
Development

The Company believes that its future success is substantially dependent on 
its ability to successfully develop and commercialize new products and 
penetrate new markets.  The Company intends to pursue at least three areas of 
product and market development during the next three years.  The first two 
areas relate directly to proprietary elements of frequency management 
technology for use in commercial aviation and maritime communication 
applications.  The third area of diversification leverages the direction 
finding technology developed by the Company principally for military 
applications into a world-wide market for similar radio spectrum monitoring 
and surveillance equipment.  There can be no assurance that the Company can 
successfully develop these or any other additional products, that any such 
products will be capable of being produced in commercial quantities at 
reasonable cost, or that any such products will achieve market acceptance. 
The inability of the Company to successfully develop or commercialize new 
products would have a material adverse effect on the Company's business, 
financial condition and results of operations.

Competition

Most all of the Company's products are positioned in niche markets which 
include strong elements of imbedded proprietary technology.  In most of these 
markets, the Company competes with companies of significantly larger size, 
many of whom have substantially greater technical, marketing, and financial 
resources  compared to similar resources available within the Company.  This 
type of competition has resulted in and is expected to continue to result in 
significant price competition.


10Q Page 10

TCI INTERNATIONAL, INC.

LIQUIDITY AND CAPITAL RESOURCES

March 31, 1996 Compared to September 30, 1995

In the course of conducting its business, the Company normally requires 
advanced payments from its foreign customers.  These advanced payments are 
typically secured by the Company's standby letter of credit or by a surety-
backed bond.  Because customer deposits are routinely used to satisfy the 
Company's working capital requirements, changes in customer deposit balances 
will usually be reflected as corresponding changes in cash, cash equivalents 
and short term investments.

In January 1996, the Company received an advance of $8,586,000 serving as a 
customer deposit for a significantly-sized spectrum monitoring contract.  At 
quarter end, this advance had been reduced by revenue taken on the same 
contract and represented approximately 85% of the total customer deposits.  
As progress is made on this contract, the size of this advance will continue 
to be reduced accordingly.  The customer deposit is available for use as 
working capital and is secured by the Company's surety-backed bonding 
facility.  The payment balance due on this contract will coincide with 
scheduled deliveries in fiscal year 1997.

Consolidated cash, cash equivalents and marketable securities totaled 
$23,618,000 at March 31, 1996, compared to $18,666,000 at September 30, 1995.  
The Company currently believes that its cash, cash equivalents and short-term 
investments, together with expected revenues from operations, will be 
sufficient to fund its operations through fiscal 1996. 

At March 31, 1996, the Company has standby letters of credit outstanding of 
approximately $2,832,000.  The standby letters of credit are collateralized 
by the Company's cash or short-term investments.  


10Q Page 11

TCI INTERNATIONAL, INC.

PART II   OTHER INFORMATION

Item 4.   Submission of Matters to a Vote of Security Holders:

          The following matters were acted upon at the Annual Meeting of
          Stockholders of TCI International, Inc. on February 13, 1996.

          a.     Management's nominees for directors, as set forth in the TCI 
                 International, Inc. proxy statement dated January 22, 1996 
                 and filed with the Commission, were all elected.  Votes for 
                 the directors were as follows:

                      Donald C. Cox     For         2,335,106
                                        Against       164,563
                      Alan C. Peyser    For         2,335,106
                                        Against       164,563

                 Directors whose term of office as a director continued after 
                 the meeting were John W. Ballard, Hamilton W. Budge, 
                 Asaph H. Hall, and E.M.T. Jones.

          b.     Proposal to approve the implementation of the 1995 
                 Non-Employee Director Stock Option Plan was approved. 
                 1,277,791 votes were cast in favor, 352,189 votes were cast 
                 against, 11,022 abstained and 858,667 were unvoted.

          c.     A proposal to ratify the selection of KPMG Peat Marwick LLP 
                 as independent public accountants for the fiscal year ending 
                 September 30, 1996 was approved.  2,479,882 votes were cast 
                 in favor, 15,055 votes were cast against, and 4,732 
                 abstained.

Item 6.   Exhibits and Reports on Form 8-K

a.  Exhibits:     Credit agreement between the Company and Comerica Bank - 
                  California

b.  Reports on Form 8-K:     None

No other applicable items.


10Q Page 12

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the 
registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.

TCI INTERNATIONAL, INC.
(Registrant)



/s/ John W. Ballard III
Vice President, Chief Financial Officer
(Duly authorized officer of the registrant and principal financial officer of 
the registrant)


May 14, 1996
(Date)
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10Q Page 1

             UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C.  20549

                              FORM 10-Q

  X   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF 
      THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 1996 *

OR

_____   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF 
        THE SECURITIES EXCHANGE ACT OF 1934

For the transition period N/A

Commission file number:  0-10877

                       TCI INTERNATIONAL, INC.
           (Exact name of registrant as specified in its charter)

           Delaware                          94-3026925
(State of other jurisdiction of    (I.R.S. Employer Identification
 incorporation or organization)     Number)

222 Caspian Drive, Sunnyvale, California      94089-1014
(Address of principal executive offices)      (Zip Code)

(408)747-6100
(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all 
reports required to be filed by Section 13 or 15(d) of the Securities 
Exchange Act of 1934 during the preceding 12 months (or for such 
shorter period that the registrant was required to file such 
reports), and (2) has been subject to such filing requirements for 
the past 90 days.  Yes   X    No ___

As of March 31, 1996,  3,162,132 shares of Common Stock were 
outstanding.

10Q Page 2

TCI INTERNATIONAL, INC.

PART I   FINANCIAL INFORMATION

Condensed Consolidated Financial Statements

The unaudited condensed consolidated financial statements included 
herein have been prepared by the Company pursuant to the rules and 
regulations of the Securities and Exchange Commission.  Certain 
information and footnote disclosures normally included in financial 
statements prepared in accordance with generally accepted accounting 
principles have been condensed or omitted pursuant to such rules and 
regulations, although the Company believes the information included 
herein, when read in conjunction with the financial statements and 
related notes included in the Company's Annual Report on Form 10-K 
for the year ended September 30, 1995, filed with the Securities and 
Exchange Commission, to be not misleading.  Further, the following 
financial statements reflect, in the opinion of management, all 
adjustments necessary (consisting of normal recurring entries) to 
present fairly the financial position and results of operations as of 
and for the periods indicated.

The results of operations for the six months ended March 31, 1996, 
are not necessarily indicative of results to be expected for the 
entire year ending September 30, 1996.

10Q Page 3

TCI INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts)

                                          Three Months Ended      Six Months Ended
                                               March 31                March 31
                                          1996         1995      1996         1995
Revenues                               $  7,809    $  6,881    $13,736     $13,720
Operating costs and expenses:
  Cost of revenues                        5,210       4,454      8,447       8,377
  Marketing, general and administrative   2,559       2,421      5,116       5,098
                                          7,769       6,875     13,563      13,475
Income from operations                       40           6        173         245
Investment income, net                      343         315        681         503
Income before provision
    for income taxes                        383         321        854         748
Provision for income taxes                   23          19        160          45

Net income                             $    360    $    302    $   694     $   703

Net income, per share                  $    .11    $    .09    $   .21     $    22
Shares used in per share 
  computations                            3,366       3,262      3,379       3,250

See accompanying Notes to Condensed Consolidated Financial Statements.
10Q Page 4

TCI INTERNATIONAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amounts)

                                                    March 31,        September 30,
                                                      1996                1995
ASSETS

Current assets
  Cash and cash equivalents                         $  4,137           $  3,598
    (Includes restricted cash of $2,272 on Mar. 31, 1996, 
      $2,474 on Sept. 30, 1995)
  Short-term investments                              19,481             15,068
  Accounts receivable -
     Billed                                            3,952              3,529
     Unbilled                                          4,337              3,831
  Inventories                                          4,857              4,282
  Prepaid expenses                                       629                382
        Total current assets                          37,393             30,690
Property and equipment, net                            1,549              1,592
Other assets                                             412                 91
        Total assets                                 $39,354            $32,373

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable                                   $ 3,030            $ 1,900
  Customer deposits and billings on uncompleted
    contracts in excess of revenue recognized          7,782              1,754
  Accrued liabilities                                  2,965              3,864
        Total current liabilities                     13,777              7,518

Stockholders' equity:
  Common stock, par value $.01; authorized 5,000
    shares; issued and outstanding 3,281 shares       11,780             11,780
  Retained earnings                                   14,372             13,702
  Valuation allowance-short -term investments            (42)                 7
  Treasury shares at cost; 119 and 142 shares at 
    Mar. 31, 1996 and Sept. 30, 1995, respectively      (533)              (634)
        Total stockholders' equity                    25,577             24,855
        Total liabilities and stockholders' equity   $39,354            $32,373

See accompanying Notes to Condensed Consolidated Financial Statements.
10Q Page 5

TCI INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended March 31,
(In thousands)

                                                     1996                 1995

Cash provided by (used in):
Operations:
  Net income                                       $   694            $    703
  Reconciliation to cash provided by (used in) operations:
     Depreciation                                      274                 304

  Changes in assets and liabilities:
     Accounts receivable                              (929)                375
     Refundable income taxes                             0                 567
     Inventories                                      (575)               (428)
     Prepaid expenses                                 (568)                 17
     Accounts payable1,130 (648)
     Customer deposits/billing in excess of revenue  6,028              (1,348)
     Accrued liabilities                              (899)               (396)
Cash provided by (used in) operations                5,155                (854)

Investing activities:
  Purchases of property and equipment                 (232)               (179)
  Purchases of short-term investments              (13,621)             (3,449)
  Proceeds from sale of short-term investments       9,159                   0
Cash used in investing activities                   (4,694)             (3,628)

Financing activities:
  Repurchase of common stock for treasury stock          0                (681)
  Stock options exercised                               78                   0
Cash provided by (used in) financing activities         78                (681)

Net increase (decrease) in cash and cash equivalents   539              (5,163)
Cash and cash equivalents at beginning of period     3,598               7,578
Cash and cash equivalents at end of period        $  4,137            $  2,415

See accompanying Notes to Condensed Consolidated Financial Statements

10Q Page 6

TCI INTERNATIONAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1

Inventories consist of the following (in thousands):

                                       March 31,        September 30,
                                         1996               1995

  Material and component parts          $3,492             $3,336
  Work in process                        1,365                946
                                        $4,857             $4,282

Note 2

At March 31, 1996 there were outstanding standby letters of credit of 
approximately $2,832,000 serving as performance and payment bonds.  The 
standby letters of credit expire at various dates through 1997; however, 
certain performance bonds are automatically renewable until canceled by the 
beneficiary.  These outstanding standby letters of credit are fully secured 
by the Company's cash or short term investment portfolio.

10Q Page 7

TCI INTERNATIONAL, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

Second Fiscal Quarter of 1996
Compared to Second Fiscal Quarter of 1995

Revenues for the first six months of fiscal year 1996 were $13,736,000, 
compared to revenues of $13,720,000 for the same period a year ago.  Revenues 
for the second quarter increased 14% from $6,881,000 in fiscal year 1995 to 
$7,809,000 in fiscal year 1996.  While the general business activity for the 
year has increased compared to that of a year ago, variances in material 
flows and the timing of completion of some fixed priced, long-term contracts 
continue to contribute to quarter to quarter fluctuations in revenues and 
gross profit.

Gross profit expressed as a percentage of revenue for the fiscal 1996 six 
month period remained flat compared to the same period from the prior year, 
and decreased from 35% to 33% for the comparative second quarters.  Gross 
profit expressed as a percentage of revenue may decline further during the 
remaining six months of the fiscal year due to competitive bidding pressures 
the Company experienced during the last 18 months in its successful pursuit 
of its broadcast and spectrum monitoring related contracts.  Revenues from 
these contracts are expected to constitute substantially all of the Company's 
total of revenue during the remainder of the fiscal year, and as such, may 
serve to suppress overall profitability.

Net interest income for the first six months of fiscal year 1996 was 
$681,000, an increase of 35% over net interest income of $503,000 for the 
same period in fiscal year 1995.  This increase is due to the benefit of a 
comparatively higher cash and short-term investment balance. 

Net income for the first six months of fiscal year 1996 was $694,000 or $0.21 
per share, compared to net income of $703,000 or $0.22 per share for the same 
period in fiscal year 1995.

The Company's total backlog at March 31, 1996 was $37 million compared to $36 
million at September 30, 1995.  The total funded portion of the Company's 
backlog at March 31, 1996 was $32 million compared to $26 million at 
September 30, 1995.  The Company's funded backlog excludes unfunded and 
unexercised options which the Company believes are likely to be exercised 

The results of operations for the first six months in fiscal year 1996 are 
not necessarily indicative of future quarterly or annual performance 
expectations.  This report contains forward looking statements regarding 
future events and the future performance of the Company that involve risks 
and uncertainties that could cause actual results to differ materially.  We 
refer you to the documents of the Company filed from time to time with the 
Securities and Exchange Commission, such as the Company's Annual Report on 
Form 10-K, Current Reports on Form 8-K and other Quarterly Reports on Form 
10-Q, which contain descriptions of certain factors that could cause actual 
results to differ from current expectations.  See also "Factors That May 
Affect Future Operating Results".

10Q Page 8

FACTORS THAT MAY AFFECT FUTURE OPERATING RESULTS

The Company operates in a highly competitive environment that involves a 
number of risks, some of which are beyond the Company's control.  The 
following discussion highlights some of these risks.

Fluctuations in Operating Results

The Company's operating results may fluctuate from quarter to quarter and
year to year for a number of reasons.  While there is no seasonality to the
Company's business, because of the Company's relative small size, combined
with the extended delivery cycles of its long-term project-oriented business,
revenues and accompanying gross margins are inherently difficult to predict.
Because the Company plans its operating expenses, many of which are
relatively fixed in the short term, based on the assumption of stable
performance, a relatively small revenue shortfall may cause profitability
from operations to suffer.  Historically, the Company has endured periods of
volatility in its revenue results due to a number of factors, including
shortfalls in new orders, delays in the availability of new products, delays
in subcontractor provided materials and services, and delays associated with
foreign construction activities.  Gross margins are strongly influenced by a
mix of considerations, including pressures to be the low price supplier in
competitive bid solicitations, the mix of contract material and non-recurring
engineering services, and the mix of newly developed and existing product
sold to various customers.  The Company believes these historical challenges
will continue to affect its future business.

During fiscal year 1995, The Company formed a wholly-owned subsidiary, TCI 
Wireless, Inc. ("TCIW") to provide wireless communication services to the 
maritime and commercial aviation markets using proprietary equipment 
developed by the Company and facilities and bandwidth provided by various 
coast station operators around the world.  The Company expects that the 
future cost of this and other development efforts may be significant enough 
to generate a loss from operations in any quarter during both fiscal year 
1996 and 1997.

Managing a Changing Business

As detailed in the Company's most recent Annual Report, as part of its 
diversification efforts the Company intends to pursue at least three areas of 
product and market development.  The Company is in the process of adopting a 
business management plan that includes substantial investments in its sales 
and marketing organizations, increased funding of existing research and 
development programs, and certain investments in corporate infrastructure 
that will be required to support the Company's diversification objectives 
during the next three years.  Accompanying this process are a number of 
risks, including a higher level of operating expenses, the difficulty of 
competing with companies of larger size for talented technical personnel, and 
the complexities of managing a changing business.  There also exists the risk 
the Company may inaccurately estimate the viability of any one or all of its 
diversification efforts and as a result, may experience substantial revenue 
shortfalls of a size so significant as to generate losses from operations.

10Q Page 9

Risk Associated with Expansion into Additional Markets and Product 
Development

The Company believes that its future success is substantially dependent on 
its ability to successfully develop and commercialize new products and 
penetrate new markets.  The Company intends to pursue at least three areas of 
product and market development during the next three years.  The first two 
areas relate directly to proprietary elements of frequency management 
technology for use in commercial aviation and maritime communication 
applications.  The third area of diversification leverages the direction 
finding technology developed by the Company principally for military 
applications into a world-wide market for similar radio spectrum monitoring 
and surveillance equipment.  There can be no assurance that the Company can 
successfully develop these or any other additional products, that any such 
products will be capable of being produced in commercial quantities at 
reasonable cost, or that any such products will achieve market acceptance. 
The inability of the Company to successfully develop or commercialize new 
products would have a material adverse effect on the Company's business, 
financial condition and results of operations.

Competition

Most all of the Company's products are positioned in niche markets which 
include strong elements of imbedded proprietary technology.  In most of these 
markets, the Company competes with companies of significantly larger size, 
many of whom have substantially greater technical, marketing, and financial 
resources  compared to similar resources available within the Company.  This 
type of competition has resulted in and is expected to continue to result in 
significant price competition.

10Q Page 10

TCI INTERNATIONAL, INC.

LIQUIDITY AND CAPITAL RESOURCES

March 31, 1996 Compared to September 30, 1995

In the course of conducting its business, the Company normally requires 
advanced payments from its foreign customers.  These advanced payments are 
typically secured by the Company's standby letter of credit or by a surety-
backed bond.  Because customer deposits are routinely used to satisfy the 
Company's working capital requirements, changes in customer deposit balances 
will usually be reflected as corresponding changes in cash, cash equivalents 
and short term investments.

In January 1996, the Company received an advance of $8,586,000 serving as a 
customer deposit for a significantly-sized spectrum monitoring contract.  At 
quarter end, this advance had been reduced by revenue taken on the same 
contract and represented approximately 85% of the total customer deposits.  
As progress is made on this contract, the size of this advance will continue 
to be reduced accordingly.  The customer deposit is available for use as 
working capital and is secured by the Company's surety-backed bonding 
facility.  The payment balance due on this contract will coincide with 
scheduled deliveries in fiscal year 1997.

Consolidated cash, cash equivalents and marketable securities totaled 
$23,618,000 at March 31, 1996, compared to $18,666,000 at September 30, 1995.  
The Company currently believes that its cash, cash equivalents and short-term 
investments, together with expected revenues from operations, will be 
sufficient to fund its operations through fiscal 1996. 

At March 31, 1996, the Company has standby letters of credit outstanding of 
approximately $2,832,000.  The standby letters of credit are collateralized 
by the Company's cash or short-term investments.  

10Q Page 11

TCI INTERNATIONAL, INC.

PART II   OTHER INFORMATION

Item 4.   Submission of Matters to a Vote of Security Holders:

          The following matters were acted upon at the Annual Meeting of
          Stockholders of TCI International, Inc. on February 13, 1996.

          a.     Management's nominees for directors, as set forth in the TCI 
                 International, Inc. proxy statement dated January 22, 1996 
                 and filed with the Commission, were all elected.  Votes for 
                 the directors were as follows:

                      Donald C. Cox     For         2,335,106
                                        Against       164,563
                      Alan C. Peyser    For         2,335,106
                                        Against       164,563

                 Directors whose term of office as a director continued after 
                 the meeting were John W. Ballard, Hamilton W. Budge, 
                 Asaph H. Hall, and E.M.T. Jones.

          b.     Proposal to approve the implementation of the 1995 
                 Non-Employee Director Stock Option Plan was approved. 
                 1,277,791 votes were cast in favor, 352,189 votes were cast 
                 against, 11,022 abstained and 858,667 were unvoted.

          c.     A proposal to ratify the selection of KPMG Peat Marwick LLP 
                 as independent public accountants for the fiscal year ending 
                 September 30, 1996 was approved.  2,479,882 votes were cast 
                 in favor, 15,055 votes were cast against, and 4,732 
                 abstained.

Item 6.   Exhibits and Reports on Form 8-K

a.  Exhibits:     Credit agreement between the Company and Comerica Bank - 
                  California

b.  Reports on Form 8-K:     None

No other applicable items.

10Q Page 12

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the 
registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.

TCI INTERNATIONAL, INC.
(Registrant)

/s/ John W. Ballard III
Vice President, Chief Financial Officer
(Duly authorized officer of the registrant and principal financial officer of 
the registrant)

May 14, 1996
(Date)