<PAGE> 1

              	SECURITIES AND EXCHANGE COMMISSION

                    	Washington, D.C. 20549

             	-------------------------------------

                            	FORM 8-K

                         	CURRENT REPORT

            	Pursuant to Section 13 or 15(d) of the
                	Securities Exchange Act of 1934


Date of Report  (Date of earliest event reported): January 23, 1996

                         	TCSI Corporation
     	(Exact name of registrant as specified in its charter)

         Nevada                    0-19377                 68-0140975
(State of incorporation)         (Commission             (IRS Employer
                                 File Number)          Identification No.)

1080 Marina Village Parkway, Alameda, California             94501
(Address of principal executive offices)                   (Zip Code)

Registrant's telephone number, including area code:  (510) 749-8500

<PAGE> 2

Item 5.  Other Events.

         On January 23, 1996, TCSI Corporation issued a press release, a 
copy of which is filed herewith as Exhibit 28.

                             	SIGNATURES

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

                           	TCSI Corporation

By: /s/Paul A. Farmer
    -----------------
Paul A. Farmer
Chief Financial Officer

Date: January 23, 1996

<PAGE> 3

                           	INDEX TO EXHIBITS

28.  Press Release, dated January 23, 1996

    	TCSI CORPORATION REPORTS 1996 REVENUES AND EARNINGS

<PAGE> 4

For additional information contact:
	Investor Inquiries:
    	Leigh Salvo - (510) 749-8653

ALAMEDA, California - January 23, 1996 - TCSI Corporation (Nasdaq: TCSI), a 
global provider of software to the telecom industry, reported today 
revenues of $60.2 million for the year ended December 31, 1996, compared to 
revenues of $55.4 million a year ago.  Fourth quarter revenues for 1996 
were $10.1 million, a 34 percent decrease from $15.2 million in the fourth 
quarter of 1995 and a three percent increase from the third quarter of 
1996.  The Company reported 1996 net income of $0.3 million and earnings 
per share of $0.01, compared to $8.1 million and $0.42, respectively, in 
1995.  Net income and earnings per share for the fourth quarter of 1996 
were $1.4 million and $0.07, respectively.  These results include the gains 
associated with the licensing of the Company's wireless business to Atmel, 
a one-time event in the fourth quarter of 1996 that added $0.24 to earnings 
per share.

"Revenues from TCSI's telecom software products and services grew 20 
percent during 1996.  We firmly believe there is a significant opportunity 
for software providers such as TCSI in this market and therefore have taken 
the steps necessary to enter 1997 as an organization that is 100 percent 
focused on the telecom industry," said Roger Strauch, chief executive 
officer. 

Revenue from services in 1996 declined to $42.7 million from $43.8 million 
a year ago.  Software licensing fees and royalties were $10.2 million for 
the year ended December 31, 1996, compared to $11.6 million a year ago.  
Telecom related service revenue grew 35 percent to $36.1 million from $26.8 
million a year ago. Telecom related software license fees were $6.7 million 
in 1996 compared to $7.7 million in 1995.  During 1995, several telecom 
customers began projects that required licenses for TCSI's software.  
During 1996, TCSI's telecom related growth was generated from follow-on 
services rather than from the initiation of new agreements requiring 
software licenses.

 "We continue to gain business around the world," said Ram Banin, president 
and chief operating officer.  "In North America, we are working with 
several RBOCs on operational support systems for digital cellular and 
broadband networks.  In Europe, Motorola has funded additional work for 
their cellular network management software and we are excited about new 
opportunities that are arising to team with major systems integrators and 
equipment manufacturers for the re-engineering of national systems.  
Additionally, in the Pacific Rim, we are gaining key referrals and follow-
on opportunities with industry leaders such as Nippon Telegraph & 
Telephone, NEC Corporation, and International Digital Communications."

<PAGE> 5

For the year ended December 31, 1996, direct costs increased to $29 million 
from $25 million in 1995.  "We attribute the increase in direct costs, in 
spite of a $1 million decline in service revenues, to several projects that 
ran below our standard rates.  As previously disclosed, we invested in 
several of these projects in order to further our relationship with the 
customer and expand our product portfolio," said Paul Farmer, chief 
financial officer.  "Selling, general, and administrative expenses 
increased 28 percent year over year as we expanded facilities and support 
services generally in response to the increased global demand for telecom 
solutions.  In addition, TCSI spent nearly $7 million on product 
development during the year, primarily on our SolutionCore application 
development environment, officially launched last week."

About TCSI Corporation
TCSI is a leading provider of integrated software products and services for 
the global telecom industry.  A pioneer in object-oriented technology, TCSI 
products and services enable telecom service providers and equipment 
manufacturers to rapidly meet the growing demand for integrated and 
automated management of a wide range of networks and services.  TCSI serves 
its customers in offices throughout North America, Europe, and the Pacific 
Rim.

TCSI Corporation Products and Services
TCSI provides integrated products and services to many of the world's 
largest and most successful telecom companies.  TCSI's SolutionSuites are 
integrated packages of applications to automate the management processes of 
Intelligent Network, Broadband, and Digital Cellular services and networks.  
SolutionCore, TCSI's industry leading application environment, enables the 
rapid development and deployment of advanced element, network, and service 
management systems.  TCSI also offers a full range of Professional Services 
including consulting, customized development, deployment, maintenance, and 
training to complement all products.

This press release contains certain forward-looking statements as that term 
is defined in the Private Securities Litigation Reform Act of 1995.  Such 
forward-looking statements are subject to a number of risks and 
uncertainties which could cause actual results to differ materially from 
those projected.  Such risks include the timing of significant customer 
orders, the relative proportion of services and software licensing fees, 
and capital spending patterns of the Company's customers.  Further risks 
are detailed in the Company's filings with the Securities and Exchange 
Commission, including its most recent Annual Report on Form 10-K and 
Quarterly Reports on Form 10-Q.

<PAGE> 6

                            	TCSI Corporation
              	Unaudited Summary Income Statement Information
                (In thousands, except for per share amounts)

<TABLE>
<CAPTION>
                                Three months ended         Year ended
                                   December 31,           December 31, 
                               --------------------    ------------------
                                  1996       1995        1996      1995
                               ---------   --------    --------  --------
<S>                             	<C>         	<C>       	<C>       	<C>

Revenues:
  Services                     	$  8,353  	$ 11,505  	$ 42,733  	$ 43,790
  Software licensing fees         	1,726     	3,694    	10,230    	11,572
                                	-------   	-------   	-------   	-------
Total services and licesning fees	10,079    	15,199    	52,963    	55,362
  Equipment                           	-         	-     	7,270         	-
                                	-------   	-------   	-------   	-------
Total revenues                   	10,079    	15,199    	60,233    	55,362

Costs and expenses: 
  Services                        	7,155     	6,992    	28,773	    24,945
  Equipment                           	-         	-     	6,810         	-
  Product development             	2,073         	-     	6,642         	-
  Selling, general, and 
    administrative                	7,835     	5,150    	25,010    	19,498
  Non-recurring special items    	(7,921)	        -    	(4,587)	        -
                                	-------   	-------   	-------   	-------
Income (loss) from operations       	937     	3,057    	(2,415)   	10,919

Gain on sale of investment in
   common stock                     	585         	-       	585         	-
Interest income                     	611       	270     	2,276       	982
                                	-------   	-------   	-------   	-------
Income before income taxes        	2,133     	3,327       	446    	11,901

Provision for income taxes          	692       	998       	152     	3,831
                                	-------   	-------   	-------   	-------
Net income                     	$  1,441   	$ 2,329  	$    294  	$  8,070
                                	=======   	=======   	=======   	=======
Earnings per share (EPS)       	$   0.07   	$  0.12  	$   0.01	  $   0.42
                                	=======   	=======   	=======   	=======
Shares used in calculation of EPS	21,736    	19,661    	21,542    	19,224
                                	=======   	=======   	=======   	=======
</TABLE>

               Unaudited Summary Balance Sheet Information
                               (In thousands)

<TABLE>
<CAPTION>
                                                    December 31,
                                            ---------------------------
                                               1996             1995
                                            ----------      -----------   
<S>                                           	<C>              	<C>
Assets
------
Cash, cash equivalents, and investments     	$  52,607      	$  22,027  
Receivables                                    	12,522         	16,500  
Other receivables                               	2,042            	361
Deferred income taxes                           	7,178          	2,342
Leasehold improvements, equipment,
   and furniture                                	9,234          	5,134
Other assets                                    	3,592          	3,146
                                            	---------      	---------
Total assets                                	$  87,175      	$  49,510
                                            	=========      	=========

Liabilities and Shareholders' equity
------------------------------------
Accounts payable and other accruals         	$   7,263      	$   4,005
Accrued compensation and related costs          	4,705          	4,823
Income taxes                                    	1,597          	3,306
                                            	---------      	---------
Total liabilities                              	13,565         	12,134
Shareholders' equity                           	73,610         	37,376
                                            	---------      	---------
Total liabilities and shareholders' equity  	$  87,175      	$  49,510
                                            	=========      	=========
<FN>
<FN1>This financial information should also be read in conjunction with 
the Company's Form 10-K to be filed with the Securities and Exchange
Commission.

<FN2>Certain prior quarter 1996 balances have been reclassified to conform
to this presentation.

</TABLE>

	####
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1

              	SECURITIES AND EXCHANGE COMMISSION

                    	Washington, D.C. 20549

             	-------------------------------------

                            	FORM 8-K

                         	CURRENT REPORT

            	Pursuant to Section 13 or 15(d) of the
                	Securities Exchange Act of 1934

Date of Report  (Date of earliest event reported): January 23, 1996

                         	TCSI Corporation
     	(Exact name of registrant as specified in its charter)

         Nevada                    0-19377                 68-0140975
(State of incorporation)         (Commission             (IRS Employer
                                 File Number)          Identification No.)

1080 Marina Village Parkway, Alameda, California             94501
(Address of principal executive offices)                   (Zip Code)

Registrant's telephone number, including area code:  (510) 749-8500
2

Item 5.  Other Events.

         On January 23, 1996, TCSI Corporation issued a press release, a 
copy of which is filed herewith as Exhibit 28.

                             	SIGNATURES

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

                           	TCSI Corporation

By: /s/Paul A. Farmer
    -----------------
Paul A. Farmer
Chief Financial Officer

Date: January 23, 1996
3

                           	INDEX TO EXHIBITS

28.  Press Release, dated January 23, 1996

    	TCSI CORPORATION REPORTS 1996 REVENUES AND EARNINGS
4

For additional information contact:
	Investor Inquiries:
    	Leigh Salvo - (510) 749-8653

ALAMEDA, California - January 23, 1996 - TCSI Corporation (Nasdaq: TCSI), a 
global provider of software to the telecom industry, reported today 
revenues of $60.2 million for the year ended December 31, 1996, compared to 
revenues of $55.4 million a year ago.  Fourth quarter revenues for 1996 
were $10.1 million, a 34 percent decrease from $15.2 million in the fourth 
quarter of 1995 and a three percent increase from the third quarter of 
1996.  The Company reported 1996 net income of $0.3 million and earnings 
per share of $0.01, compared to $8.1 million and $0.42, respectively, in 
1995.  Net income and earnings per share for the fourth quarter of 1996 
were $1.4 million and $0.07, respectively.  These results include the gains 
associated with the licensing of the Company's wireless business to Atmel, 
a one-time event in the fourth quarter of 1996 that added $0.24 to earnings 
per share.

"Revenues from TCSI's telecom software products and services grew 20 
percent during 1996.  We firmly believe there is a significant opportunity 
for software providers such as TCSI in this market and therefore have taken 
the steps necessary to enter 1997 as an organization that is 100 percent 
focused on the telecom industry," said Roger Strauch, chief executive 
officer. 

Revenue from services in 1996 declined to $42.7 million from $43.8 million 
a year ago.  Software licensing fees and royalties were $10.2 million for 
the year ended December 31, 1996, compared to $11.6 million a year ago.  
Telecom related service revenue grew 35 percent to $36.1 million from $26.8 
million a year ago. Telecom related software license fees were $6.7 million 
in 1996 compared to $7.7 million in 1995.  During 1995, several telecom 
customers began projects that required licenses for TCSI's software.  
During 1996, TCSI's telecom related growth was generated from follow-on 
services rather than from the initiation of new agreements requiring 
software licenses.

 "We continue to gain business around the world," said Ram Banin, president 
and chief operating officer.  "In North America, we are working with 
several RBOCs on operational support systems for digital cellular and 
broadband networks.  In Europe, Motorola has funded additional work for 
their cellular network management software and we are excited about new 
opportunities that are arising to team with major systems integrators and 
equipment manufacturers for the re-engineering of national systems.  
Additionally, in the Pacific Rim, we are gaining key referrals and follow-
on opportunities with industry leaders such as Nippon Telegraph & 
Telephone, NEC Corporation, and International Digital Communications."
5

For the year ended December 31, 1996, direct costs increased to $29 million 
from $25 million in 1995.  "We attribute the increase in direct costs, in 
spite of a $1 million decline in service revenues, to several projects that 
ran below our standard rates.  As previously disclosed, we invested in 
several of these projects in order to further our relationship with the 
customer and expand our product portfolio," said Paul Farmer, chief 
financial officer.  "Selling, general, and administrative expenses 
increased 28 percent year over year as we expanded facilities and support 
services generally in response to the increased global demand for telecom 
solutions.  In addition, TCSI spent nearly $7 million on product 
development during the year, primarily on our SolutionCore application 
development environment, officially launched last week."

About TCSI Corporation
TCSI is a leading provider of integrated software products and services for 
the global telecom industry.  A pioneer in object-oriented technology, TCSI 
products and services enable telecom service providers and equipment 
manufacturers to rapidly meet the growing demand for integrated and 
automated management of a wide range of networks and services.  TCSI serves 
its customers in offices throughout North America, Europe, and the Pacific 
Rim.

TCSI Corporation Products and Services
TCSI provides integrated products and services to many of the world's 
largest and most successful telecom companies.  TCSI's SolutionSuites are 
integrated packages of applications to automate the management processes of 
Intelligent Network, Broadband, and Digital Cellular services and networks.  
SolutionCore, TCSI's industry leading application environment, enables the 
rapid development and deployment of advanced element, network, and service 
management systems.  TCSI also offers a full range of Professional Services 
including consulting, customized development, deployment, maintenance, and 
training to complement all products.

This press release contains certain forward-looking statements as that term 
is defined in the Private Securities Litigation Reform Act of 1995.  Such 
forward-looking statements are subject to a number of risks and 
uncertainties which could cause actual results to differ materially from 
those projected.  Such risks include the timing of significant customer 
orders, the relative proportion of services and software licensing fees, 
and capital spending patterns of the Company's customers.  Further risks 
are detailed in the Company's filings with the Securities and Exchange 
Commission, including its most recent Annual Report on Form 10-K and 
Quarterly Reports on Form 10-Q.
6

                            	TCSI Corporation
              	Unaudited Summary Income Statement Information
                (In thousands, except for per share amounts)
Three months ended         Year ended
                                   December 31,           December 31, 
                               --------------------    ------------------
                                  1996       1995        1996      1995
                               ---------   --------    --------  --------
Revenues:
  Services                     	$  8,353  	$ 11,505  	$ 42,733  	$ 43,790
  Software licensing fees         	1,726     	3,694    	10,230    	11,572
                                	-------   	-------   	-------   	-------
Total services and licesning fees	10,079    	15,199    	52,963    	55,362
  Equipment                           	-         	-     	7,270         	-
                                	-------   	-------   	-------   	-------
Total revenues                   	10,079    	15,199    	60,233    	55,362

Costs and expenses: 
  Services                        	7,155     	6,992    	28,773	    24,945
  Equipment                           	-         	-     	6,810         	-
  Product development             	2,073         	-     	6,642         	-
  Selling, general, and 
    administrative                	7,835     	5,150    	25,010    	19,498
  Non-recurring special items    	(7,921)	        -    	(4,587)	        -
                                	-------   	-------   	-------   	-------
Income (loss) from operations       	937     	3,057    	(2,415)   	10,919

Gain on sale of investment in
   common stock                     	585         	-       	585         	-
Interest income                     	611       	270     	2,276       	982
                                	-------   	-------   	-------   	-------
Income before income taxes        	2,133     	3,327       	446    	11,901

Provision for income taxes          	692       	998       	152     	3,831
                                	-------   	-------   	-------   	-------
Net income                     	$  1,441   	$ 2,329  	$    294  	$  8,070
                                	=======   	=======   	=======   	=======
Earnings per share (EPS)       	$   0.07   	$  0.12  	$   0.01	  $   0.42
                                	=======   	=======   	=======   	=======
Shares used in calculation of EPS	21,736    	19,661    	21,542    	19,224
                                	=======   	=======   	=======   	=======
Unaudited Summary Balance Sheet Information
                               (In thousands)
December 31,
                                            ---------------------------
                                               1996             1995
                                            ----------      -----------
Assets
------
Cash, cash equivalents, and investments     	$  52,607      	$  22,027  
Receivables                                    	12,522         	16,500  
Other receivables                               	2,042            	361
Deferred income taxes                           	7,178          	2,342
Leasehold improvements, equipment,
   and furniture                                	9,234          	5,134
Other assets                                    	3,592          	3,146
                                            	---------      	---------
Total assets                                	$  87,175      	$  49,510
                                            	=========      	=========

Liabilities and Shareholders' equity
------------------------------------
Accounts payable and other accruals         	$   7,263      	$   4,005
Accrued compensation and related costs          	4,705          	4,823
Income taxes                                    	1,597          	3,306
                                            	---------      	---------
Total liabilities                              	13,565         	12,134
Shareholders' equity                           	73,610         	37,376
                                            	---------      	---------
Total liabilities and shareholders' equity  	$  87,175      	$  49,510
                                            	=========      	=========
This financial information should also be read in conjunction with 
the Company's Form 10-K to be filed with the Securities and Exchange
Commission.
Certain prior quarter 1996 balances have been reclassified to conform
to this presentation.
####