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 December 31, 1995 * 
 
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 
 incorporation or organization)          Identification 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 December 31, 1995,  3,142,132 shares of Common Stock were 
outstanding. 
 

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 nature) to present 
fairly the financial position and results of operations as of and for 
the periods indicated.
 
The results of operations for the three months ended December 31, 1995, 
are not necessarily indicative of results to be expected for the entire 
year ending September 30, 1996. 
 
 
TCI INTERNATIONAL, INC. 
CONDENSED CONSOLIDATED STATEMENTS OF INCOME 
(In thousands, except per share amounts) 
 
 
<TABLE>
	 
							                                     Three Months Ended	     
	                                               December 31 
<CAPTION>
	                                           1995	         1994 
<S>                                          <C>           <C>
Revenues	                                 $  5,926	     $  6,839	 
Operating costs and expenses: 
  Cost of revenues	                          3,236	        3,923	 
  Marketing, general and administrative	     2,557	        2,678 	 
	                                            5,793	        6,601	 
Income from operations	                        133	          238	 
Interest income, net	                          338	          188	 
Income before provision 
    for income taxes	                          471           426	 
Provision for income taxes	                    137	           26	 
 
Net income 	                               $   334       	$  400	 
 
Per share: 
  Net income                            	  $   .10       	$  .12
Shares used in per share  
  computations				                          	3,391	       	3,237 

See accompanying Notes to Condensed Consolidated Financial Statements. 
</TABLE>
 
 
TCI INTERNATIONAL, INC. 
CONDENSED CONSOLIDATED BALANCE SHEETS 
(In thousands except per share amounts) 
 
<TABLE>
 
	                                                 December 31,		  September 30, 
<CAPTION>
                                         	           1995     	       1995      	 
<S>                                                  <C>	             <C> 
ASSETS 
 
Current assets 
  Cash and cash equivalents	                        $ 4,756	         $ 3,598 
  (Includes restricted cash of $2,243 on Dec. 31, 1995, $2,474 on 
   Sept 30, 1995) 
  Short-term investments	                            13,715	          15,068 
  Accounts receivable - 
     Billed	                                          1,642	           3,529 
     Unbilled	                                        4,018	           3,831 
  Inventories	                                        4,603	           4,282 
  Prepaid expenses	                                     477	             382 
        Total current assets	                        29,211	          30,690 
Property and equipment, net 	                         1,567	           1,592 
Other assets	                                           413               91 
        Total assets	                               $31,191	         $32,373 
 
LIABILITIES AND STOCKHOLDERS' EQUITY 
 
Current liabilities: 
  Accounts payable	                                 $ 1,886        	 $ 1,900 
  Customer deposits and billings on uncompleted 
    contracts in excess of revenue recognized	          946	           1,754 
  Accrued liabilities	                                3,152	           3,864 
        Total current liabilities	                    5,984	           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	14,033	13,702  
  Valuation allowance-short -term investments	           16	               7 
  Treasury shares at cost; 139 and 142 shares at  
    Dec. 31, 1995 and Sept 30, 1995, respectively	     (622)            (634) 
        Total stockholders' equity	                  25,207	          24,855 
        Total liabilities and stockholders' equity	 $31,191	         $32,373 
 
See accompanying Notes to Condensed Consolidated Financial Statements. 
</TABLE>
 
 
 
TCI INTERNATIONAL, INC. 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS 
Three Months Ended December 31, 
(In thousands) 
<TABLE>
 
 
							                                         1995       		         1994
<S>                                            <C>                   <C>							  
Cash provided by (used in): 
Operations: 
	Net income 	                                 $   334	              $   400 
	Reconciliation to cash provided by (used in) operations: 
	Depreciation	                                    130	                  153 
 
	Changes in assets and liabilities: 
	Accounts receivable                           	1,700                  	877 
	Refundable income taxes	                           0	                  567 
	Inventories	                                    (321)	                  34 
	Prepaid expenses	                               (417)                 	(11) 
	Accounts payable	                                (14)	                (133) 
	Customer deposits/billing in excess of revenue 	(808)                	(514) 
	Accrued liabilities	                            (713)	                (606) 
Cash provided by (used in) operations	           (109)	                 767 
 
Investing activities: 
	Purchases of property and equipment            	(104)                 	(69) 
	Purchases of short-term investments          	(3,220)              	(2,419) 
	Proceeds from sale of short-term investments	  4,582	                    0 
Cash provided by (used in) investing activities 1,258             	  (2,488) 
 
Financing activities: 
	Repurchase of common stock for treasury stock     	0	                 (278) 
	Stock options exercised	                           9	                    0 
Cash provided by (used in) financing activities	    9	                 (278) 
 
Net increase (decrease)
 in cash and cash equivalents	                  1,158	               (1,999) 
Cash and cash equivalents at 
 beginning of period	                           3,598	                7,578 
Cash and cash equivalents at end of period  	$  4,756	             $  5,579 
 
See accompanying Notes to Condensed Consolidated Financial Statements 
</TABLE>
 
TCI INTERNATIONAL, INC. 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 
 
Note 1 
 
Inventories consist of the following (in thousands): 
 
                                      	December 31,         	 September 30, 
	                                                             
                                          1995                    1995    	 
                                                          
 
	Material and component parts	           $3,590	                 $3,336 
	Work in process		                          913	                    946 
	                                       	$4,503                 	$4,282 
 
 
Note 2 
 
At December 31, 1995 there were outstanding standby letters of credit of 
approximately $3,084,000 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. 

 
TCI INTERNATIONAL, INC. 
MANAGEMENT'S DISCUSSION AND ANALYSIS OF 
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 
 
RESULTS OF OPERATIONS 
 
First Fiscal Quarter of 1996 
Compared to First Fiscal Quarter of 1995 
 
Revenues for the first quarter of fiscal year 1996 were $5,926,000, a 
decrease of approximately 13% from revenues of $6,839,000 for the same 
period a year ago.  While period to period comparisons  of revenues will 
continue to fluctuate, the Company expects revenues to be higher than 
those of the first quarter during each of the remaining quarters of 
fiscal year 1996. 
 
Gross profit as a percentage of revenue for the three month period 
increased from 43% to 45%.  The increase in gross profit as a percentage 
of revenue is primarily due to the timing of completion of various 
foreign and domestic contracts which have a range of gross profit 
margins associated with them.  Gross profit as a percentage of revenue 
is expected to decline from current levels during the remaining three 
quarters of the fiscal year due to competitive bidding pressures the 
Company experienced during fiscal 1995 in its successful pursuit of its 
broadcast business-area related contracts in addition to the recent 
award of two large spectrum management system contracts which have 
inherently lower gross margins associated with them. 
 
Net interest income for the first three months of fiscal year 1996 was 
$338,000, an increase of 80% over net interest income of $188,000 for 
the same period in fiscal year 1995.  This increase is due to the 
benefit of comparatively higher interest rates.  
 
As a result of the factors detailed above, net income for the first 
three months of fiscal year 1996 was $334,000 or $0.10 per share, 
compared to net income of $400,000 or $0.12 per share for the same 
period in fiscal year 1995.   
 
The Company's total backlog at December 31, 1995 was $43 million 
compared to $36 million at September 30, 1995.  The total funded portion 
of the Company's backlog at December 31, 1995 was $35 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 three months in fiscal year 1996 
are not necessarily indicative of future quarterly or annual performance 
expectations. 
 
 
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 longer delivery cycles of much 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 both fiscal 
year 1996 and 1997. 
 
Managing of 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 diversified 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. 
 
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 two to three 
years.  The first two areas identified for diversification 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 product, 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. 

 
TCI INTERNATIONAL, INC. 
LIQUIDITY AND CAPITAL RESOURCES 
 
December 31, 1995 Compared to September 30, 1995 
 
Consolidated cash, cash equivalents and marketable securities totaled 
$18,471,000 at December 31, 1995, 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 December 31, 1995, the Company has standby letters of credit 
outstanding of approximately $3,084,000.  The standby letters of credit 
are collateralized by the Company's cash or short-term investments.   

 
TCI INTERNATIONAL, INC. 
PART II   OTHER INFORMATION 
 
Item 6.	Exhibits and Reports on Form 8-K 
 
a.	Exhibits:   			            None 
 
b.	Reports on Form 8-K:  	    Item no. 4:   Changes in Registrant's 
                                            Certifying Accountant	Report 
                                            dated January 17, 1996 
 
No other applicable items. 
 
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

John W. Ballard III 
Vice President,
Chief Financial Officer 
(Duly authorized officer of 
the registrant and principal 
financial officer of the registrant) 
 
 
Date:  February 15, 1996
[{"type": "10-Q", "sequence": "1", "secsgml_size_bytes": 18520}]
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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 December 31, 1995 * 
 
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 
 incorporation or organization)          Identification 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 December 31, 1995,  3,142,132 shares of Common Stock were 
outstanding. 
 

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 nature) to present 
fairly the financial position and results of operations as of and for 
the periods indicated.
 
The results of operations for the three months ended December 31, 1995, 
are not necessarily indicative of results to be expected for the entire 
year ending September 30, 1996. 
 
 
TCI INTERNATIONAL, INC. 
CONDENSED CONSOLIDATED STATEMENTS OF INCOME 
(In thousands, except per share amounts) 
 
 

	 
							                                     Three Months Ended	     
	                                               December 31
1995	         1994
Revenues	                                 $  5,926	     $  6,839	 
Operating costs and expenses: 
  Cost of revenues	                          3,236	        3,923	 
  Marketing, general and administrative	     2,557	        2,678 	 
	                                            5,793	        6,601	 
Income from operations	                        133	          238	 
Interest income, net	                          338	          188	 
Income before provision 
    for income taxes	                          471           426	 
Provision for income taxes	                    137	           26	 
 
Net income 	                               $   334       	$  400	 
 
Per share: 
  Net income                            	  $   .10       	$  .12
Shares used in per share  
  computations				                          	3,391	       	3,237 

See accompanying Notes to Condensed Consolidated Financial Statements.
TCI INTERNATIONAL, INC. 
CONDENSED CONSOLIDATED BALANCE SHEETS 
(In thousands except per share amounts) 
 

 
	                                                 December 31,		  September 30,
1995     	       1995
ASSETS 
 
Current assets 
  Cash and cash equivalents	                        $ 4,756	         $ 3,598 
  (Includes restricted cash of $2,243 on Dec. 31, 1995, $2,474 on 
   Sept 30, 1995) 
  Short-term investments	                            13,715	          15,068 
  Accounts receivable - 
     Billed	                                          1,642	           3,529 
     Unbilled	                                        4,018	           3,831 
  Inventories	                                        4,603	           4,282 
  Prepaid expenses	                                     477	             382 
        Total current assets	                        29,211	          30,690 
Property and equipment, net 	                         1,567	           1,592 
Other assets	                                           413               91 
        Total assets	                               $31,191	         $32,373 
 
LIABILITIES AND STOCKHOLDERS' EQUITY 
 
Current liabilities: 
  Accounts payable	                                 $ 1,886        	 $ 1,900 
  Customer deposits and billings on uncompleted 
    contracts in excess of revenue recognized	          946	           1,754 
  Accrued liabilities	                                3,152	           3,864 
        Total current liabilities	                    5,984	           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	14,033	13,702  
  Valuation allowance-short -term investments	           16	               7 
  Treasury shares at cost; 139 and 142 shares at  
    Dec. 31, 1995 and Sept 30, 1995, respectively	     (622)            (634) 
        Total stockholders' equity	                  25,207	          24,855 
        Total liabilities and stockholders' equity	 $31,191	         $32,373 
 
See accompanying Notes to Condensed Consolidated Financial Statements.
TCI INTERNATIONAL, INC. 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS 
Three Months Ended December 31, 
(In thousands) 

 
 
							                                         1995       		         1994
Cash provided by (used in): 
Operations: 
	Net income 	                                 $   334	              $   400 
	Reconciliation to cash provided by (used in) operations: 
	Depreciation	                                    130	                  153 
 
	Changes in assets and liabilities: 
	Accounts receivable                           	1,700                  	877 
	Refundable income taxes	                           0	                  567 
	Inventories	                                    (321)	                  34 
	Prepaid expenses	                               (417)                 	(11) 
	Accounts payable	                                (14)	                (133) 
	Customer deposits/billing in excess of revenue 	(808)                	(514) 
	Accrued liabilities	                            (713)	                (606) 
Cash provided by (used in) operations	           (109)	                 767 
 
Investing activities: 
	Purchases of property and equipment            	(104)                 	(69) 
	Purchases of short-term investments          	(3,220)              	(2,419) 
	Proceeds from sale of short-term investments	  4,582	                    0 
Cash provided by (used in) investing activities 1,258             	  (2,488) 
 
Financing activities: 
	Repurchase of common stock for treasury stock     	0	                 (278) 
	Stock options exercised	                           9	                    0 
Cash provided by (used in) financing activities	    9	                 (278) 
 
Net increase (decrease)
 in cash and cash equivalents	                  1,158	               (1,999) 
Cash and cash equivalents at 
 beginning of period	                           3,598	                7,578 
Cash and cash equivalents at end of period  	$  4,756	             $  5,579 
 
See accompanying Notes to Condensed Consolidated Financial Statements
TCI INTERNATIONAL, INC. 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 
 
Note 1 
 
Inventories consist of the following (in thousands): 
 
                                      	December 31,         	 September 30, 
	                                                             
                                          1995                    1995    	 
                                                          
 
	Material and component parts	           $3,590	                 $3,336 
	Work in process		                          913	                    946 
	                                       	$4,503                 	$4,282 
 
 
Note 2 
 
At December 31, 1995 there were outstanding standby letters of credit of 
approximately $3,084,000 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. 

 
TCI INTERNATIONAL, INC. 
MANAGEMENT'S DISCUSSION AND ANALYSIS OF 
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 
 
RESULTS OF OPERATIONS 
 
First Fiscal Quarter of 1996 
Compared to First Fiscal Quarter of 1995 
 
Revenues for the first quarter of fiscal year 1996 were $5,926,000, a 
decrease of approximately 13% from revenues of $6,839,000 for the same 
period a year ago.  While period to period comparisons  of revenues will 
continue to fluctuate, the Company expects revenues to be higher than 
those of the first quarter during each of the remaining quarters of 
fiscal year 1996. 
 
Gross profit as a percentage of revenue for the three month period 
increased from 43% to 45%.  The increase in gross profit as a percentage 
of revenue is primarily due to the timing of completion of various 
foreign and domestic contracts which have a range of gross profit 
margins associated with them.  Gross profit as a percentage of revenue 
is expected to decline from current levels during the remaining three 
quarters of the fiscal year due to competitive bidding pressures the 
Company experienced during fiscal 1995 in its successful pursuit of its 
broadcast business-area related contracts in addition to the recent 
award of two large spectrum management system contracts which have 
inherently lower gross margins associated with them. 
 
Net interest income for the first three months of fiscal year 1996 was 
$338,000, an increase of 80% over net interest income of $188,000 for 
the same period in fiscal year 1995.  This increase is due to the 
benefit of comparatively higher interest rates.  
 
As a result of the factors detailed above, net income for the first 
three months of fiscal year 1996 was $334,000 or $0.10 per share, 
compared to net income of $400,000 or $0.12 per share for the same 
period in fiscal year 1995.   
 
The Company's total backlog at December 31, 1995 was $43 million 
compared to $36 million at September 30, 1995.  The total funded portion 
of the Company's backlog at December 31, 1995 was $35 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 three months in fiscal year 1996 
are not necessarily indicative of future quarterly or annual performance 
expectations. 
 
 
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 longer delivery cycles of much 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 both fiscal 
year 1996 and 1997. 
 
Managing of 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 diversified 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. 
 
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 two to three 
years.  The first two areas identified for diversification 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 product, 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. 

 
TCI INTERNATIONAL, INC. 
LIQUIDITY AND CAPITAL RESOURCES 
 
December 31, 1995 Compared to September 30, 1995 
 
Consolidated cash, cash equivalents and marketable securities totaled 
$18,471,000 at December 31, 1995, 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 December 31, 1995, the Company has standby letters of credit 
outstanding of approximately $3,084,000.  The standby letters of credit 
are collateralized by the Company's cash or short-term investments.   

 
TCI INTERNATIONAL, INC. 
PART II   OTHER INFORMATION 
 
Item 6.	Exhibits and Reports on Form 8-K 
 
a.	Exhibits:   			            None 
 
b.	Reports on Form 8-K:  	    Item no. 4:   Changes in Registrant's 
                                            Certifying Accountant	Report 
                                            dated January 17, 1996 
 
No other applicable items. 
 
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

John W. Ballard III 
Vice President,
Chief Financial Officer 
(Duly authorized officer of 
the registrant and principal 
financial officer of the registrant) 
 
 
Date:  February 15, 1996