<PAGE>
                                     Page 1


                                FORM 8-K


                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.   20549



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



                        Date of Report: February 4, 1999




                            CYCOMM INTERNATIONAL INC.
               (Exact name of Registrant as specified in charter)



    Wyoming                      1-11686(12b)               54-1779046
   (State of other               (Commission               (IRS Employer
    jurisdiction of               File Number)              Identification No.)
     incorporation)



                1420 Springhill Road, Suite 420, McLean, VA 22102
                     (Address of principal executive offices)



         Registrant's telephone number, including area code (703) 903-9548





<PAGE>
                                     Page 2


Item 5. Other Items
     On January 28, 1999,  Cycomm  International  Inc.  (the "Company")  issued
a press release announcing  the status of the listing of its common stock on the
American Stock Exchange ("AMEX"),  as described in the press release attached as
Exhibit 99.1 and  incorporated  by reference  herein. 

An appeal hearing has been scheduled for April 14, 1999.   In  the  event of  an
unfavorable  decision on the continued  listing of the Company's common stock by
AMEX, the Company's  common stock will be delisted from the AMEX. If a delisting
occurs, the Company intends to  establish  a market for its common stock on  the
OTC Bulletin  Board.  

Cycomm has  implemented a number of initiatives and  actions  in response to the
AMEX action, which include but are not limited to as follows: 

1. Cycomm is  reviewing its  business strategy to eliminate underperforming  and
unprofitable operations.  Although management believes the  future  potential of
its  business  divisions  still  exists,  the  AMEX  actions  require  immediate
improvements in profitability.

2. The  Company  is  pursuing  certain  acquisitions that  would  result  in  an
improvement  of results of  operation  and  financial condition.  

3. The Company is exploring strategic  relationships, a merger or a sale of  the
Company  or its  assets.  The  Company  is  presently   engaged  in  discussions
with third parties  regarding  a merger or the sale in one or more transactions.
There can be no  assurance  that any such  transactions will be concluded.  

4. The pending AMEX actions  will likely impair the  Company's  ability to raise
additional  funding.   Although  the  Company  has  generally  been  meeting its
obligations  in the ordinary  course of  business,  the  Company's  current cash
position may result in  the  Company's  deferral of  payment or restructuring of
certain  obligations.

5. The Company  currently  has  outstanding $3.0 million principal amount of 10%
Convertible  Notes due February 28, 1999.  The Company presently  does  not have
the  available  funds  to  repay  the  entire  amount  due  and is  currently in
negotiations to repay the Notes and restructure the obligation. 

6.In the absence of, or in addition  to, any such  transactions or  if  the loss
from operations is not immediately  addressed,  the Company will require funding
of the  Company's operations  from  private placements  of  equity  and/or  debt
securities or additional capital contributions from new or existing investors in
the Company.  There can be no assurance that any such additional  financing will
be  available  to the  Company  or, if  available,  that it can be obtained on a
timely  basis.  Failure  by  the Company to address its cash  requirements  will
have  a material  adverse  effect  on  the Company's   results  of operation and
financial condition.

<PAGE>
                                     Page 3


 Item 7. Financial Statements,  Pro Forma Financial Information and
Exhibits
a. None
b. None
c.  Exhibits  99.1 Press Release dated January 28, 1999

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

                                             CYCOMM INTERNATIONAL INC.


Date: February 4, 1999                       By: Michael R. Skoff
                                             Chief Financial Officer





cycomm/secnasdq/cyc8-k 1-99

<PAGE>
                                     Page 4


 NEWS RELEASE
For Additional  Information,  Contact:
Laurie Rice, Dir. of Corp.Comm.    or               Stan Altschuler, President
Cycomm International                                Strategic Growth Int'l, Inc.
(800) 884-8544                                         (516) 829-7111

           CYCOMM INTERNATIONAL INC. ANNOUNCES STATUS OF AMEX LISTING
January 28, 1999  McLean,  VA  Cycomm International Inc.    (AMEX:CYI) announced
today that it has received  notice from the American  Stock  Exchange (AMEX)  of
the Exchange's  decision to delist the Company.  The Company presently does  not
fully satisfy all of the guidelines of the  AMEX  for   continued  listing.  The
Company does not meet the minimum   stockholder's  equity  requirement  and  has
incurred  consistent  net losses in the prior fiscal  years.

Cycomm will appeal AMEX's decision, and in accordance with AMEX procedures,  has
requested a hearing to appeal this  matter.   In addition,  Cycomm  has  already
initiated  a number of measures that are expected  to  improve its  ability   to
comply with AMEX's  listing requirements  in the  future.  Pending  the  outcome
of the appeal  hearing,  the Company's  shares  will  continue to trade on AMEX.
There can be no assurances that the Company's appeal will be successful,  when a
decision will be reached by AMEX or that  such  decision  will be  favorable  to
the  Company.
Albert I.  Hawk, President and Chief Executive Officer of Cycomm stated, "We are
surprised  by  the   timing  of  the AMEX action,  especially since  Cycomm  has
demonstrated significant revenue  growth  over the  past  three  years.   Cycomm
will take  immediate  and appropriate  actions to make Cycomm a stronger company
going forward and hopes  that  these  actions  will  maintain the AMEX listing."

Cycomm  International  Inc.,   headquartered   in McLean,  VA, with subsidiaries
in Sebastian, FL, Albuquerque, NM and Montreal,   Quebec,  Canada,  is a rapidly
growing developer  and  manufacturer  of  a  variety  of  information technology
products,  including rugged mobile computers and computing systems, wireless and
cellular   devices,    secure   communications   products  and   various   other
telecommunications  services,  with  a  growing  list  of  customers  in over 70
agencies  and  municipalities  throughout the U.S. It also specializes in secure
products  and  services  for  state  and  federal  governments  and has recently
expanded to new markets  throughout  Europe and Asia.

Certain  information  presented  in  this  release constitutes  "forward-looking
statements" within the meaning of the Private Securities Litigation  Reform  Act
of 1995. Such forward-looking  statements   involve  known  and  unknown  risks,
uncertainties  and  other  factors  which  may  cause  the  actual  results  or
achievements of the Company to be materially different from any  future  results
or achievements  expressed or implied by such forward-looking  statements.

For  further   information,  contact Laurie Rice,   Director  of  Corporate
Communications, at (800) 884-8544 or visit Cycomm's  website at  www.cycomm.com.
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Page 1

                                FORM 8-K

                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.   20549

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

                        Date of Report: February 4, 1999

                            CYCOMM INTERNATIONAL INC.
               (Exact name of Registrant as specified in charter)

    Wyoming                      1-11686(12b)               54-1779046
   (State of other               (Commission               (IRS Employer
    jurisdiction of               File Number)              Identification No.)
     incorporation)

                1420 Springhill Road, Suite 420, McLean, VA 22102
                     (Address of principal executive offices)

         Registrant's telephone number, including area code (703) 903-9548
Page 2

Item 5. Other Items
     On January 28, 1999,  Cycomm  International  Inc.  (the "Company")  issued
a press release announcing  the status of the listing of its common stock on the
American Stock Exchange ("AMEX"),  as described in the press release attached as
Exhibit 99.1 and  incorporated  by reference  herein. 

An appeal hearing has been scheduled for April 14, 1999.   In  the  event of  an
unfavorable  decision on the continued  listing of the Company's common stock by
AMEX, the Company's  common stock will be delisted from the AMEX. If a delisting
occurs, the Company intends to  establish  a market for its common stock on  the
OTC Bulletin  Board.  

Cycomm has  implemented a number of initiatives and  actions  in response to the
AMEX action, which include but are not limited to as follows: 

1. Cycomm is  reviewing its  business strategy to eliminate underperforming  and
unprofitable operations.  Although management believes the  future  potential of
its  business  divisions  still  exists,  the  AMEX  actions  require  immediate
improvements in profitability.

2. The  Company  is  pursuing  certain  acquisitions that  would  result  in  an
improvement  of results of  operation  and  financial condition.  

3. The Company is exploring strategic  relationships, a merger or a sale of  the
Company  or its  assets.  The  Company  is  presently   engaged  in  discussions
with third parties  regarding  a merger or the sale in one or more transactions.
There can be no  assurance  that any such  transactions will be concluded.  

4. The pending AMEX actions  will likely impair the  Company's  ability to raise
additional  funding.   Although  the  Company  has  generally  been  meeting its
obligations  in the ordinary  course of  business,  the  Company's  current cash
position may result in  the  Company's  deferral of  payment or restructuring of
certain  obligations.

5. The Company  currently  has  outstanding $3.0 million principal amount of 10%
Convertible  Notes due February 28, 1999.  The Company presently  does  not have
the  available  funds  to  repay  the  entire  amount  due  and is  currently in
negotiations to repay the Notes and restructure the obligation. 

6.In the absence of, or in addition  to, any such  transactions or  if  the loss
from operations is not immediately  addressed,  the Company will require funding
of the  Company's operations  from  private placements  of  equity  and/or  debt
securities or additional capital contributions from new or existing investors in
the Company.  There can be no assurance that any such additional  financing will
be  available  to the  Company  or, if  available,  that it can be obtained on a
timely  basis.  Failure  by  the Company to address its cash  requirements  will
have  a material  adverse  effect  on  the Company's   results  of operation and
financial condition.
Page 3

 Item 7. Financial Statements,  Pro Forma Financial Information and
Exhibits
a. None
b. None
c.  Exhibits  99.1 Press Release dated January 28, 1999

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

                                             CYCOMM INTERNATIONAL INC.

Date: February 4, 1999                       By: Michael R. Skoff
                                             Chief Financial Officer

cycomm/secnasdq/cyc8-k 1-99
Page 4

 NEWS RELEASE
For Additional  Information,  Contact:
Laurie Rice, Dir. of Corp.Comm.    or               Stan Altschuler, President
Cycomm International                                Strategic Growth Int'l, Inc.
(800) 884-8544                                         (516) 829-7111

           CYCOMM INTERNATIONAL INC. ANNOUNCES STATUS OF AMEX LISTING
January 28, 1999  McLean,  VA  Cycomm International Inc.    (AMEX:CYI) announced
today that it has received  notice from the American  Stock  Exchange (AMEX)  of
the Exchange's  decision to delist the Company.  The Company presently does  not
fully satisfy all of the guidelines of the  AMEX  for   continued  listing.  The
Company does not meet the minimum   stockholder's  equity  requirement  and  has
incurred  consistent  net losses in the prior fiscal  years.

Cycomm will appeal AMEX's decision, and in accordance with AMEX procedures,  has
requested a hearing to appeal this  matter.   In addition,  Cycomm  has  already
initiated  a number of measures that are expected  to  improve its  ability   to
comply with AMEX's  listing requirements  in the  future.  Pending  the  outcome
of the appeal  hearing,  the Company's  shares  will  continue to trade on AMEX.
There can be no assurances that the Company's appeal will be successful,  when a
decision will be reached by AMEX or that  such  decision  will be  favorable  to
the  Company.
Albert I.  Hawk, President and Chief Executive Officer of Cycomm stated, "We are
surprised  by  the   timing  of  the AMEX action,  especially since  Cycomm  has
demonstrated significant revenue  growth  over the  past  three  years.   Cycomm
will take  immediate  and appropriate  actions to make Cycomm a stronger company
going forward and hopes  that  these  actions  will  maintain the AMEX listing."

Cycomm  International  Inc.,   headquartered   in McLean,  VA, with subsidiaries
in Sebastian, FL, Albuquerque, NM and Montreal,   Quebec,  Canada,  is a rapidly
growing developer  and  manufacturer  of  a  variety  of  information technology
products,  including rugged mobile computers and computing systems, wireless and
cellular   devices,    secure   communications   products  and   various   other
telecommunications  services,  with  a  growing  list  of  customers  in over 70
agencies  and  municipalities  throughout the U.S. It also specializes in secure
products  and  services  for  state  and  federal  governments  and has recently
expanded to new markets  throughout  Europe and Asia.

Certain  information  presented  in  this  release constitutes  "forward-looking
statements" within the meaning of the Private Securities Litigation  Reform  Act
of 1995. Such forward-looking  statements   involve  known  and  unknown  risks,
uncertainties  and  other  factors  which  may  cause  the  actual  results  or
achievements of the Company to be materially different from any  future  results
or achievements  expressed or implied by such forward-looking  statements.

For  further   information,  contact Laurie Rice,   Director  of  Corporate
Communications, at (800) 884-8544 or visit Cycomm's  website at  www.cycomm.com.