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 June 30, 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 Number)
incorporation or organization)


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 June 30, 1996,  3,179,431 shares of Common Stock were outstanding.


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 nine months ended June 30, 1996, are not 
necessarily indicative of results to be expected for the entire year ending 
September 30, 1996.


PAGE 3


			   TCI INTERNATIONAL, INC.

<TABLE>
		CONDENSED CONSOLIDATED STATEMENTS OF INCOME

		 (In thousands, except per share amounts)
<CAPTION>

					    Three Months Ended        Nine Months Ended
						  June 30                  June 30
					     1996        1995         1996         1995
<S>                                        <C>         <C>          <C>          <C>
Revenues                                   $  8,559    $  8,364     $22,295      $22,084
Operating costs and expenses:
  Cost of revenues                            5,623       5,710      14,070       14,087
  Marketing, general and administrative       2,932       2,627       8,049        7,725
					      8,555       8,337      22,119       21,812
Income from operations                            4          27         176          272
Investment income, net                          461         284       1,142          787
Income before provision
  for income taxes                              465         311       1,318        1,059
Provision for income taxes                      180          34         339           79

Net income                                 $    285     $   277   $     979     $    980

Net income, per share                      $    .08     $   .08   $     .29     $    .29
Shares used in per share 
  computations                                3,363       3,316       3,373        3,366

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

PAGE 4


			     TCI INTERNATIONAL, INC.

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

Current assets
  Cash and cash equivalents          $  5,617          $  3,598
     (Includes restricted cash of 
     $2,300 on June 30, 1996, 
     $2,474 on Sept. 30, 1995)
  Short-term investments               20,848            15,068
  Accounts receivable -
     Billed                             2,547             3,529
     Unbilled                           4,602             3,831
  Inventories                           5,608             4,282
  Prepaid expenses                        641               382
	Total current assets           39,863            30,690
Property and equipment, net             1,602             1,592
Other assets                              413                91
	Total assets                  $41,878           $32,373

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable                   $  5,381          $  1,900
  Customer deposits and billings 
  on uncompleted contracts in excess 
  of revenue recognized                 7,470             1,754
  Accrued liabilities                   3,101             3,864
	Total current liabilities      15,952             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                    14,646            13,702 
  Valuation allowance short-term 
  investments                             (45)                7
  Treasury shares at cost; 102 and 
  142 shares at June 30, 1996 and 
  Sept. 30, 1995, respectively           (455)             (634)
	Total stockholders' equity     25,926            24,855
	Total liabilities and 
	stockholders' equity          $41,878           $32,373


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

PAGE 5


			   TCI INTERNATIONAL, INC.

<TABLE>
	       CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

			  Nine Months Ended June 30,
			       (In thousands)
<CAPTION>
			      
					  1996          1995
<S>                                     <C>          <C>          
Cash provided by (used in):
Operations:
  Net income                            $   979      $    980
  Reconciliation to cash provided 
  by (used in) operations:
     Depreciation                           402           474

  Changes in assets and liabilities:
     Accounts receivable                    211          (825)
     Refundable income taxes                  0           739
     Inventories                         (1,326)         (102)
     Prepaid expenses                      (581)           79
     Accounts payable                     3,481          (262)
     Customer deposits/billing in 
     excess of revenue                    5,716          (469)
     Accrued liabilities                   (763)         (511)
Cash provided by (used in) operations     8,119           103

Investing activities:
  Purchases of property and equipment      (412)         (251)
  Purchases of short-term investments   (20,758)       (5,963)
  Proceeds from sale of short-term 
  investments                            14,926         1,360
Cash used in investing activities        (6,244)       (4,854)

Financing activities:
  Repurchase of common stock for 
  treasury stock                              0          (707)
  Stock options exercised                   144             0
  Cash provided by (used in) financing 
  activities                                144          (707)

Net increase (decrease) in cash and 
cash equivalents                          2,019        (5,458)
Cash and cash equivalents at beginning 
of period                                 3,598         7,578
Cash and cash equivalents at end of 
period                                  $ 5,617      $  2,120


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

PAGE 6


			   TCI INTERNATIONAL, INC.


	    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


Note 1

Inventories consist of the following (in thousands):

				       June 30,     September 30,
					 1996          1995         


     Material and component parts       $4,143        $3,336
     Work in process                     1,465           946
					$5,608        $4,282


Note 2

At June 30, 1996 there were outstanding standby letters of credit of 
approximately $4,156,000 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.


PAGE 7


			   TCI INTERNATIONAL, INC.

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

			    RESULTS OF OPERATIONS


			 Third Fiscal Quarter of 1996
		  Compared to Third Fiscal Quarter of 1995

Revenues for the frst nine months of fiscal year 1996 were $22,295,000, 
compared to revenues of $22,084,000 for the same period a year ago.  
Revenues for the third quarter increased 2% from $8,364,000 in fiscal year 
1995 to $8,559,000 in fiscal year 1996.  

Gross profit expressed as a percentage of revenue for the fiscal 1996 nine 
month period remained flat compared to the same period from the prior year, 
and increased from 32% to 34% for the comparative third quarters.  Gross 
profits were positively influenced by better than expected performance on 
selected long term, fixed price contracts as well by a one time favorable 
adjustment to revenues of approximately $450,000 without accompanying cost 
of revenues made possible by the favorable settlement of long-standing 
indirect rate proposals with the U.S. Government on selected cost plus 
contracts.  Without these favorable contract adjustments, gross profit 
expressed as a percentage of revenue would have been 27% and 34% for the 
quarter and year to date periods respectively.  It is expected that gross 
profit expressed as a percentage of revenue may decline further during the 
balance of the fiscal year due to competitive bidding pressures the Company 
experienced during the last 18 months in its 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 nine months of fiscal year 1996 was 
$1,142,000, an increase of 45% over net interest income of $787,000 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 nine months of fiscal year 1996 was $979,000 or $0.29 
per share, compared to net income of $980,000 or $0.29 per share for the same 
period in fiscal year 1995.  

The Company's total backlog at June 30, 1996 was $40 million compared to $36 
million at September 30, 1995.  The total funded portion of the Company's 
backlog at June 30,1996 was $34 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 nine 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".


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 during any quarter between now and at least the end of fiscal 
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.  


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 area relates 
directly to proprietary elements of frequency management technology for use 
in commercial aviation and maritime communication applications.  The second 
area relies on the Company's ability to use its expertise and knowledge in 
the Broadcast product area to conceive of, design, and implement propietary 
products for use in the overseas wireless cable TV market.  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 or failure of such products to achieve 
market acceptance would have a material adverse effect on the Company's 
business, financial condition and results of operations.

Risks Associated with Conducting Business Overseas

A substantial part of the Company's revenues are derived from fixed priced 
contracts with foreign governmental entities.  With increasing frequency, the
Company finds a demand for its products in third world countries and 
developing nations which have an inherently more volatile and uncertain 
political and credit risk profile than the U.S. Government market with which 
the Company is accustom to conducting its business.  While the Company seeks 
to minimize the collection risks on these contracts by normally securing 
significant advanced payments with the balance secured by irrevocable letters 
of credit, due to unforeseen credit and political risks, the Company cannot 
always be assured of receiving full payment for work that it has performed.  
Should such a default on payments owed the Company ever occur, a 
significant effect on earnings, cash flows and cash balances may result. 

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.


PAGE 10


			    TCI INTERNATIONAL, INC.

			LIQUIDITY AND CAPITAL RESOURCES

		  June 30, 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 90% 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.  Directly related to 
the execution of this foreign contract is the growth the Company has 
experienced in its accounts payable balances. These balances are associated 
with certain subcontract costs having been accrued in advance of payment 
being made to particular vendors.

Consolidated cash, cash equivalents and marketable securities totaled 
$26,465,000 at June 30, 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 1997. 

At June 30, 1996, the Company has standby letters of credit outstanding of 
approximately $4,156,000.  The standby letters of credit are collateralized by
the Company's cash or short-term investments.  


PAGE 11


			   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:        None

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)



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


___________________________
Date
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{"company-data": {"conformed-name": "TCI INTERNATIONAL INC", "cik": "0000357064", "assigned-sic": "3663", "irs-number": "943026925", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "10-Q", "act": "34", "file-number": "000-10877", "film-number": "96607650"}, "business-address": {"street1": "222 CASPIAN DR", "city": "SUNNYVALE", "state": "CA", "zip": "94089", "phone": "4087476100"}, "mail-address": {"street1": "222 CASPIN DRIVE", "city": "SUNNYVALE", "state": "CA", "zip": "94089"}, "former-company": {"former-conformed-name": "TECHNOLOGY FOR COMMUNICATIONS INTERNATIONAL INC", "date-changed": "19880606"}}
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 June 30, 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 Number)
incorporation or organization)

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 June 30, 1996,  3,179,431 shares of Common Stock were outstanding.

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 nine months ended June 30, 1996, are not 
necessarily indicative of results to be expected for the entire year ending 
September 30, 1996.

PAGE 3

			   TCI INTERNATIONAL, INC.

		CONDENSED CONSOLIDATED STATEMENTS OF INCOME

		 (In thousands, except per share amounts)
Three Months Ended        Nine Months Ended
						  June 30                  June 30
					     1996        1995         1996         1995
Revenues                                   $  8,559    $  8,364     $22,295      $22,084
Operating costs and expenses:
  Cost of revenues                            5,623       5,710      14,070       14,087
  Marketing, general and administrative       2,932       2,627       8,049        7,725
					      8,555       8,337      22,119       21,812
Income from operations                            4          27         176          272
Investment income, net                          461         284       1,142          787
Income before provision
  for income taxes                              465         311       1,318        1,059
Provision for income taxes                      180          34         339           79

Net income                                 $    285     $   277   $     979     $    980

Net income, per share                      $    .08     $   .08   $     .29     $    .29
Shares used in per share 
  computations                                3,363       3,316       3,373        3,366

See accompanying Notes to Condensed Consolidated Financial Statements.
PAGE 4

			     TCI INTERNATIONAL, INC.

		      CONDENSED CONSOLIDATED BALANCE SHEETS
		     (In thousands, except per share amounts)
June 30,        September 30,
				       1996              1995
ASSETS

Current assets
  Cash and cash equivalents          $  5,617          $  3,598
     (Includes restricted cash of 
     $2,300 on June 30, 1996, 
     $2,474 on Sept. 30, 1995)
  Short-term investments               20,848            15,068
  Accounts receivable -
     Billed                             2,547             3,529
     Unbilled                           4,602             3,831
  Inventories                           5,608             4,282
  Prepaid expenses                        641               382
	Total current assets           39,863            30,690
Property and equipment, net             1,602             1,592
Other assets                              413                91
	Total assets                  $41,878           $32,373

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable                   $  5,381          $  1,900
  Customer deposits and billings 
  on uncompleted contracts in excess 
  of revenue recognized                 7,470             1,754
  Accrued liabilities                   3,101             3,864
	Total current liabilities      15,952             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                    14,646            13,702 
  Valuation allowance short-term 
  investments                             (45)                7
  Treasury shares at cost; 102 and 
  142 shares at June 30, 1996 and 
  Sept. 30, 1995, respectively           (455)             (634)
	Total stockholders' equity     25,926            24,855
	Total liabilities and 
	stockholders' equity          $41,878           $32,373

See accompanying Notes to Condensed Consolidated Financial Statements.
PAGE 5

			   TCI INTERNATIONAL, INC.

	       CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

			  Nine Months Ended June 30,
			       (In thousands)
1996          1995
Cash provided by (used in):
Operations:
  Net income                            $   979      $    980
  Reconciliation to cash provided 
  by (used in) operations:
     Depreciation                           402           474

  Changes in assets and liabilities:
     Accounts receivable                    211          (825)
     Refundable income taxes                  0           739
     Inventories                         (1,326)         (102)
     Prepaid expenses                      (581)           79
     Accounts payable                     3,481          (262)
     Customer deposits/billing in 
     excess of revenue                    5,716          (469)
     Accrued liabilities                   (763)         (511)
Cash provided by (used in) operations     8,119           103

Investing activities:
  Purchases of property and equipment      (412)         (251)
  Purchases of short-term investments   (20,758)       (5,963)
  Proceeds from sale of short-term 
  investments                            14,926         1,360
Cash used in investing activities        (6,244)       (4,854)

Financing activities:
  Repurchase of common stock for 
  treasury stock                              0          (707)
  Stock options exercised                   144             0
  Cash provided by (used in) financing 
  activities                                144          (707)

Net increase (decrease) in cash and 
cash equivalents                          2,019        (5,458)
Cash and cash equivalents at beginning 
of period                                 3,598         7,578
Cash and cash equivalents at end of 
period                                  $ 5,617      $  2,120

See accompanying Notes to Condensed Consolidated Financial Statements
PAGE 6

			   TCI INTERNATIONAL, INC.

	    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1

Inventories consist of the following (in thousands):

				       June 30,     September 30,
					 1996          1995         

     Material and component parts       $4,143        $3,336
     Work in process                     1,465           946
					$5,608        $4,282

Note 2

At June 30, 1996 there were outstanding standby letters of credit of 
approximately $4,156,000 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.

PAGE 7

			   TCI INTERNATIONAL, INC.

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

			    RESULTS OF OPERATIONS

			 Third Fiscal Quarter of 1996
		  Compared to Third Fiscal Quarter of 1995

Revenues for the frst nine months of fiscal year 1996 were $22,295,000, 
compared to revenues of $22,084,000 for the same period a year ago.  
Revenues for the third quarter increased 2% from $8,364,000 in fiscal year 
1995 to $8,559,000 in fiscal year 1996.  

Gross profit expressed as a percentage of revenue for the fiscal 1996 nine 
month period remained flat compared to the same period from the prior year, 
and increased from 32% to 34% for the comparative third quarters.  Gross 
profits were positively influenced by better than expected performance on 
selected long term, fixed price contracts as well by a one time favorable 
adjustment to revenues of approximately $450,000 without accompanying cost 
of revenues made possible by the favorable settlement of long-standing 
indirect rate proposals with the U.S. Government on selected cost plus 
contracts.  Without these favorable contract adjustments, gross profit 
expressed as a percentage of revenue would have been 27% and 34% for the 
quarter and year to date periods respectively.  It is expected that gross 
profit expressed as a percentage of revenue may decline further during the 
balance of the fiscal year due to competitive bidding pressures the Company 
experienced during the last 18 months in its 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 nine months of fiscal year 1996 was 
$1,142,000, an increase of 45% over net interest income of $787,000 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 nine months of fiscal year 1996 was $979,000 or $0.29 
per share, compared to net income of $980,000 or $0.29 per share for the same 
period in fiscal year 1995.  

The Company's total backlog at June 30, 1996 was $40 million compared to $36 
million at September 30, 1995.  The total funded portion of the Company's 
backlog at June 30,1996 was $34 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 nine 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".

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 during any quarter between now and at least the end of fiscal 
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.  

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 area relates 
directly to proprietary elements of frequency management technology for use 
in commercial aviation and maritime communication applications.  The second 
area relies on the Company's ability to use its expertise and knowledge in 
the Broadcast product area to conceive of, design, and implement propietary 
products for use in the overseas wireless cable TV market.  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 or failure of such products to achieve 
market acceptance would have a material adverse effect on the Company's 
business, financial condition and results of operations.

Risks Associated with Conducting Business Overseas

A substantial part of the Company's revenues are derived from fixed priced 
contracts with foreign governmental entities.  With increasing frequency, the
Company finds a demand for its products in third world countries and 
developing nations which have an inherently more volatile and uncertain 
political and credit risk profile than the U.S. Government market with which 
the Company is accustom to conducting its business.  While the Company seeks 
to minimize the collection risks on these contracts by normally securing 
significant advanced payments with the balance secured by irrevocable letters 
of credit, due to unforeseen credit and political risks, the Company cannot 
always be assured of receiving full payment for work that it has performed.  
Should such a default on payments owed the Company ever occur, a 
significant effect on earnings, cash flows and cash balances may result. 

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.

PAGE 10

			    TCI INTERNATIONAL, INC.

			LIQUIDITY AND CAPITAL RESOURCES

		  June 30, 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 90% 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.  Directly related to 
the execution of this foreign contract is the growth the Company has 
experienced in its accounts payable balances. These balances are associated 
with certain subcontract costs having been accrued in advance of payment 
being made to particular vendors.

Consolidated cash, cash equivalents and marketable securities totaled 
$26,465,000 at June 30, 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 1997. 

At June 30, 1996, the Company has standby letters of credit outstanding of 
approximately $4,156,000.  The standby letters of credit are collateralized by
the Company's cash or short-term investments.  

PAGE 11

			   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:        None

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)

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

___________________________
Date