<PAGE> 1
  As filed with the Securities and Exchange Commission on July 18, 1996

                                    Registration No.____________________

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

                                 FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT

                             TCSI Corporation
          (Exact Name of Registrant as Specified in its Charter)

               NEVADA                              68-0140975
      (State of Incorporation)      (I.R.S. Employer Identification Number)

2121 Allston Way, Berkeley, California               94704
(Address of Principal Executive Office)            (Zip Code)

                TCSI CORPORATION 1991 STOCK INCENTIVE PLAN
                         (Full title of the plan)

                             Roger A. Strauch
                             2121 Allston Way
                        Berkeley, California 94704
                 (Name and address of agent for service)

                              (510) 649-3700
      (Telephone number, including area code, of agent for service)

                     Calculation of Registration Fee
- ---------------------------------------------------------------------------

    Title of       Amount to be     Proposed       Proposed    Amount of
Securities to be  Registered (1)    Maximum        Maximum    Registration
   Registered                    Offering Price   Aggregate       Fee
                                 Per Share (2)  Offering Price

  Common Stock      5,250,000        $19.80      $103,950,000  $35,845.00
                      Shares
- --------------------------------------------------------------------------

(1)  The number of shares of Common Stock being registered is the maximum
     number of shares currently issuable under the TCSI Corporation 1991
     Stock Incentive Plan.

(2)  Estimated solely for the purpose of determining the registration fee
     and computed on the basis of Rule 457 (c).

<PAGE> 2
                                 PART II

                       INFORMATION REQUIRED IN THE
                          REGISTRATION STATEMENT

ITEM 3.   Incorporation of documents by Reference

     The following documents listed below are hereby incorporated by
reference in this registration statement:

(a)  The Annual Report of TCSI Corporation (the "Registrant") on Form 10-K
     pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
     (the "Exchange Act") for its fiscal year ended December 31, 1995;

(b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
     Exchange Act since December 31, 1995;

(c)  The description of the Registrant's Common Stock contained in its
     registration statement on Form 8-A filed on July 1, 1991 under Section
     12 of the Exchange Act, including any amendments or reports filed for
     the purpose of updating such description.

     All reports and other documents subsequently filed or to be filed by
the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated
herein by reference and to be a part hereof from the date of the filing of
such documents.

ITEM 4.   Description of Securities.

     Not Applicable.

ITEM 5.   Interests of Named Experts and Counsel.

     Not Applicable.

ITEM 6.   Indemnification of Directors and Officers.

     Section 78.751 of the Nevada Revised Statutes permits a corporation to
indemnify and hold harmless any director or officer or other person from
and against any and all claims and demands whatsoever, subject to such
standards and restrictions set forth in the Registrant's Articles of
Incorporation and its Bylaws.  The Registrant's Bylaws provide for broad
indemnification of various persons, including its officers, directors,
employees and corporate agents.  In addition, the Registrant has approved
and entered into indemnification agreements with each of its officers and
directors which require that such persons be indemnified by the Registrant
to the greatest extent permitted by the Nevada Law and the Registrant's
Articles of Incorporation and Bylaws.

     The Registrant has purchased, and intends to maintain, insurance on
behalf of the Registrant's officers and directors against any liability
which may be asserted against, or expense which may be incurred by, such
person in connection with the activities of the Registrant whether or not
the Registrant would have the power to indemnify such person against such
liability under the Registrant's Articles of Incorporation and Bylaws.

<PAGE> 3
ITEM 7.   Exemption from Registration Claimed.

     Not Applicable.

ITEM 8.   Exhibits

   Exhibit                     Document
    Number                   Description
    ------ ---------------------------------------------------------------
     4.1   Teknekron Communications Systems, Inc. 1991 Stock Incentive
           Plan as amended February 28, 1992, incorporated herein by
           reference to Exhibit 4 of the Company's Registration Statement
           No. 33-57540 on Form S-8 filed on January 28, 1993.
     
     4.2   Amendment to Teknekron Communications Systems, Inc. 1991 Stock
           Incentive Plan, dated March 3, 1995, changing the name of the
           plan to TCSI Corporation 1991 Stock Incentive Plan,
           incorporated herein by reference to Exhibit 10.2 of Form 10-K
           filed March 9, 1995.
     
     4.3   Amendment to TCSI Corporation 1991 Stock Incentive Plan dated
           December 8, 1995, incorporated herein by reference to Exhibit
           10.3 of Form 10-K filed March 25, 1996.
     
     4.4   Amendment to TCSI Corporation 1991 Stock Incentive Plan dated
           March 1, 1996, incorporated herein by reference to Exhibit 10.3
           of Form 10-K filed March 25, 1996.
     
     5     Opinion of Bryan Cave LLP with respect to the legality of the
           securities being registered, including consent to the use of
           such opinion in the Registration Statement.
     
     23.1  Consent of Bryan Cave LLP (contained in their opinion filed as
           Exhibit 5).
     
     23.2  Consent of Independent Auditors
     
     24    Power of Attorney (included at Page 5)

ITEM 9.   Undertakings.

(a)  The undersigned registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are being
          made, a post-effective amendment to this registration statement:

          (i)   To include any prospectus required by Section 10 (a) (3)
                of the Securities Act of 1933 (the "Securities Act");
<PAGE> 4
          
          (ii)  To reflect in the prospectus any facts or events arising
                after the effective date of the registration statement (or
                the most recent post-effective amendment thereof) which,
                individually or in the aggregate, represent a fundamental
                change in the information set forth in the registration
                statement;
          
          (iii) To include any material information with respect to the
                plan of distribution not previously disclosed in the
                registration statement or any material change to such
                information in the registration statement;

     PROVIDED, HOWEVER, that paragraphs (a) (1) (i) and (a) (1) (ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Act and are
incorporated by reference in the registration statement.

     (2)  That, for the purpose of determining any liability under the
          Securities Act, each such post-effective amendment shall be
          deemed to be a new registration statement relating to the
          securities offered therein, and the offering of such securities
          at that time shall be deemed to be the initial bona fide
          offering thereof.
     
     (3)  To remove from registration by means of a post-effective
          amendment any of the securities being registered which remain
          unsold at the termination of the offering.

(b)  The undersigned registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act, each filing of the
     registrant's annual report pursuant to section 13(a) or section 15(d)
     of the Exchange Act (and, where applicable, each filing of an employee
     benefit plan's annual report pursuant to section 15(d) of the Exchange
     Act) that is incorporated by reference in the registration statement
     shall be deemed to be a new registration statement relating to the
     securities offered therein, and the offering of such securities at
     that time shall be deemed to be the initial bona fide offering
     thereof.

(c)  Insofar as indemnification for liabilities arising under the
     Securities Act may be permitted to directors, officers and controlling
     persons of the registrant pursuant to the foregoing provisions, or
     otherwise, the registrant has been advised that in the opinion of the
     Securities and Exchange Commission such indemnification is against
     public policy as expressed in the Securities Act and is, therefore,
     unenforceable.  In the event that a claim for indemnification against
     such liabilities (other than the payment by the registrant of expenses
     incurred or paid by a director, officer or controlling person of the
     registrant in the successful defense of any action, suit or
     proceeding) is asserted by such director, officer or controlling
     person in connection with the securities being registered, the
     registrant will, unless in the opinion of its counsel the matter has
     been settled by controlling precedent, submit to a court of
     appropriate jurisdiction the question whether such indemnification by
     it is against public policy as expressed in the Securities Act and
     will be governed by the final adjudication of such issue.

<PAGE> 5
                            POWER OF ATTORNEY

     Each person whose signature appears below constitutes and appoints
Roger A. Strauch and Paul A. Farmer, and each of them, as such person's
true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for such person and in such person's name, place and
stead, in any and all capacities, to sign the Registration Statement on
Form S-8 for TCSI Corporation and any and all amendments thereto, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or a
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.


                                SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of
the requirement for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Berkeley, State of California on
July 18, 1996.

                    TCSI Corporation
                    (Registrant)


                    By:  /s/Roger A. Strauch
                         -----------------------------------------
                         Roger A. Strauch,
                         President and Chief Executive Officer
                         (Principal Executive Office)


                         /s/Paul A. Farmer
                         -----------------------------------------
                         Paul A. Farmer,
                         Vice President, Chief Financial Officer,
                         Secretary, and Treasurer
                         (Principal Accounting Officer)

<PAGE> 6
     Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following person in the capacities and on
the dates indicated.

      Signature                    Title                         Date
      ---------                    -----                         ----


/s/Roger A. Strauch             Chairman of the Board       July 18, 1996
- -----------------------------   of Directors, President,
Roger A. Strauch                and Chief Executive Officer




/s/John C. Bolger               Director                    July 18, 1996
- -----------------------------
John C. Bolger



/s/William A. Hasler            Director                    July 18, 1996
- -----------------------------
William A. Hasler



/s/David G. Messerschmitt       Director                    July 18, 1996
- -----------------------------
David G. Messerschmitt, Ph.D.



/s/Daniel H. Miller             Director                    July 18, 1996
- -----------------------------
Daniel H. Miller



/s/Harvey E. Wagner             Director                    July 18, 1996
- -----------------------------
Harvey E. Wagner

<PAGE> 7
                            INDEX TO EXHIBITS

                  Required by Item 601 of Regulation S-K

    Exhibit No.     Description of Item                         Page No.
    ----------      ------------------------------------------  --------

         5          Opinion of Bryan Cave LLP with respect         8
                    to the legality of the securities being
                    registered, including consent to the use of
                    such opinion in the Registration Statement.

        23.1        Consent of Bryan Cave LLP (contained in        8
                    their opinion filed as Exhibit 5).

        23.2        Consent of Independent Auditors                10

         24         Power of Attorney                              5


<PAGE> 8
                               Exhibit 23.1
                                     
                              BRYAN CAVE LLP
                          120 BROADWAY, SUITE 500
                    SANTA MONICA, CALIFORNIA 90401-2305
                              (310) 576-2100
                        FACSIMILE:  (310) 576-2200
                                     
                                     
                               July 18, 1996



TCSI Corporation
2121 Allston Way
Berkeley, California 94704

          Re:  TCSI 1991 Stock Incentive Plan

Gentlemen:

           You  have  advised  us that you propose to file  a  Registration
Statement  on  Form  S-8  with the Securities and  Exchange  Commission  in
connection  with  the registration under the Securities  Act  of  1933,  as
amended,  of  5,250,000  shares of Common Stock of  TCSI  Corporation  (the
"Company"),  a  Nevada  corporation (the "Common  Stock").   The  Board  of
Directors  of  the  Company  adopted the 1991  Stock  Incentive  Plan  (the
"Plan"), which was approved by the shareholders of the Company on  May  17,
1991.   The  Plan  was recently amended by the Board of Directors   and the
amendment  was  approved by the shareholders on May  15,  1996.    The Plan
provides for the grant of stock options to purchase shares of the Company's
Common  Stock to employees of the Company selected by the Committee of  the
Board  of  Directors  appointed to administer the Plan  (the  "Committee").
Options to acquire said Common Stock have been granted to certain employees
of  the Company, the exercise of which and the subsequent sale of the stock
acquired upon such exercise shall be subject to such terms, conditions  and
restrictions  as  the  Committee may determine in its sole  discretion,  as
provided in the Plan. In that connection, you have requested our opinion as
to  whether  the  Common Stock to be issued will, when issued, be   legally
issued, fully paid and non-assessable.

           In  rendering the opinion set forth below, we have reviewed the
following documents:

          (i)    the Restated Articles of Incorporation of the Company, as
amended and restated to date;

<PAGE> 9
                              BRYAN CAVE LLP

TCSI Corporation
July 18, 1996
Page 2



         (ii)   statements and representations of the Company in the above-
referenced  Registration  Statement to be filed  with  the  Securities  and
Exchange Commission;

       (iii)   the Plan as amended to date; and

        (iv)   certain resolutions adopted by the Board of Directors of the
Company  and  the  shareholders  of the Company  authorizing,  among  other
things,  the adoption of the Plan and subsequent amendment thereof and  the
grant  of the options to purchase the common stock to certain employees  of
the Company as set forth in such Plan.

          Based upon such examination and upon such matters of fact and law
as  we  have deemed relevant, we are of the opinion that the Common  Stock,
when  issued by the Company in the manner described in the above-referenced
Registration Statement, will constitute the legally issued, fully paid  and
non-assessable  securities  of  the  Company,  provided  that   the   above
referenced Registration Statement becomes effective.

           We  consent  to  the use of this opinion as an exhibit  to  said
Registration Statement.

                              Very truly yours,

                              BRYAN CAVE LLP

<PAGE> 10
                               Exhibit 23.2



                     CONSENT OF INDEPENDENT AUDITORS



We consent to the incorporation by reference in the Registration Statement
on Form S-8 pertaining to the TCSI Corporation 1991 Stock Incentive Plan
and in the related prospectus, of our report dated January 22, 1996 with
respect to the consolidated financial statements and schedule of TCSI
Corporation included in the Annual Report on Form 10-K for the year ended
December 31, 1995 filed with the Securities and Exchange Commission.



                                             ERNST & YOUNG LLP


San Francisco, California
July 17, 1996
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 18760}]
{"company-data": {"conformed-name": "TCSI CORP", "cik": "0000875315", "assigned-sic": "7373", "irs-number": "680140975", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-08353", "film-number": "96596274"}, "business-address": {"street1": "2121 ALLSTON WAY", "city": "BERKELEY", "state": "CA", "zip": "94704", "phone": "5106493700"}, "mail-address": {"street1": "2121 ALLSTON WAY", "city": "BERKELEY", "state": "CA", "zip": "94704"}, "former-company": {"former-conformed-name": "TEKNEKRON COMMUNICATIONS SYSTEMS INC / NV", "date-changed": "19930328"}}
1
  As filed with the Securities and Exchange Commission on July 18, 1996

                                    Registration No.____________________

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

                                 FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT

                             TCSI Corporation
          (Exact Name of Registrant as Specified in its Charter)

               NEVADA                              68-0140975
      (State of Incorporation)      (I.R.S. Employer Identification Number)

2121 Allston Way, Berkeley, California               94704
(Address of Principal Executive Office)            (Zip Code)

                TCSI CORPORATION 1991 STOCK INCENTIVE PLAN
                         (Full title of the plan)

                             Roger A. Strauch
                             2121 Allston Way
                        Berkeley, California 94704
                 (Name and address of agent for service)

                              (510) 649-3700
      (Telephone number, including area code, of agent for service)

                     Calculation of Registration Fee
- ---------------------------------------------------------------------------

    Title of       Amount to be     Proposed       Proposed    Amount of
Securities to be  Registered (1)    Maximum        Maximum    Registration
   Registered                    Offering Price   Aggregate       Fee
                                 Per Share (2)  Offering Price

  Common Stock      5,250,000        $19.80      $103,950,000  $35,845.00
                      Shares
- --------------------------------------------------------------------------

(1)  The number of shares of Common Stock being registered is the maximum
     number of shares currently issuable under the TCSI Corporation 1991
     Stock Incentive Plan.

(2)  Estimated solely for the purpose of determining the registration fee
     and computed on the basis of Rule 457 (c).
2
                                 PART II

                       INFORMATION REQUIRED IN THE
                          REGISTRATION STATEMENT

ITEM 3.   Incorporation of documents by Reference

     The following documents listed below are hereby incorporated by
reference in this registration statement:

(a)  The Annual Report of TCSI Corporation (the "Registrant") on Form 10-K
     pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
     (the "Exchange Act") for its fiscal year ended December 31, 1995;

(b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
     Exchange Act since December 31, 1995;

(c)  The description of the Registrant's Common Stock contained in its
     registration statement on Form 8-A filed on July 1, 1991 under Section
     12 of the Exchange Act, including any amendments or reports filed for
     the purpose of updating such description.

     All reports and other documents subsequently filed or to be filed by
the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated
herein by reference and to be a part hereof from the date of the filing of
such documents.

ITEM 4.   Description of Securities.

     Not Applicable.

ITEM 5.   Interests of Named Experts and Counsel.

     Not Applicable.

ITEM 6.   Indemnification of Directors and Officers.

     Section 78.751 of the Nevada Revised Statutes permits a corporation to
indemnify and hold harmless any director or officer or other person from
and against any and all claims and demands whatsoever, subject to such
standards and restrictions set forth in the Registrant's Articles of
Incorporation and its Bylaws.  The Registrant's Bylaws provide for broad
indemnification of various persons, including its officers, directors,
employees and corporate agents.  In addition, the Registrant has approved
and entered into indemnification agreements with each of its officers and
directors which require that such persons be indemnified by the Registrant
to the greatest extent permitted by the Nevada Law and the Registrant's
Articles of Incorporation and Bylaws.

     The Registrant has purchased, and intends to maintain, insurance on
behalf of the Registrant's officers and directors against any liability
which may be asserted against, or expense which may be incurred by, such
person in connection with the activities of the Registrant whether or not
the Registrant would have the power to indemnify such person against such
liability under the Registrant's Articles of Incorporation and Bylaws.
3
ITEM 7.   Exemption from Registration Claimed.

     Not Applicable.

ITEM 8.   Exhibits

   Exhibit                     Document
    Number                   Description
    ------ ---------------------------------------------------------------
     4.1   Teknekron Communications Systems, Inc. 1991 Stock Incentive
           Plan as amended February 28, 1992, incorporated herein by
           reference to Exhibit 4 of the Company's Registration Statement
           No. 33-57540 on Form S-8 filed on January 28, 1993.
     
     4.2   Amendment to Teknekron Communications Systems, Inc. 1991 Stock
           Incentive Plan, dated March 3, 1995, changing the name of the
           plan to TCSI Corporation 1991 Stock Incentive Plan,
           incorporated herein by reference to Exhibit 10.2 of Form 10-K
           filed March 9, 1995.
     
     4.3   Amendment to TCSI Corporation 1991 Stock Incentive Plan dated
           December 8, 1995, incorporated herein by reference to Exhibit
           10.3 of Form 10-K filed March 25, 1996.
     
     4.4   Amendment to TCSI Corporation 1991 Stock Incentive Plan dated
           March 1, 1996, incorporated herein by reference to Exhibit 10.3
           of Form 10-K filed March 25, 1996.
     
     5     Opinion of Bryan Cave LLP with respect to the legality of the
           securities being registered, including consent to the use of
           such opinion in the Registration Statement.
     
     23.1  Consent of Bryan Cave LLP (contained in their opinion filed as
           Exhibit 5).
     
     23.2  Consent of Independent Auditors
     
     24    Power of Attorney (included at Page 5)

ITEM 9.   Undertakings.

(a)  The undersigned registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are being
          made, a post-effective amendment to this registration statement:

          (i)   To include any prospectus required by Section 10 (a) (3)
                of the Securities Act of 1933 (the "Securities Act");
4
          
          (ii)  To reflect in the prospectus any facts or events arising
                after the effective date of the registration statement (or
                the most recent post-effective amendment thereof) which,
                individually or in the aggregate, represent a fundamental
                change in the information set forth in the registration
                statement;
          
          (iii) To include any material information with respect to the
                plan of distribution not previously disclosed in the
                registration statement or any material change to such
                information in the registration statement;

     PROVIDED, HOWEVER, that paragraphs (a) (1) (i) and (a) (1) (ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Act and are
incorporated by reference in the registration statement.

     (2)  That, for the purpose of determining any liability under the
          Securities Act, each such post-effective amendment shall be
          deemed to be a new registration statement relating to the
          securities offered therein, and the offering of such securities
          at that time shall be deemed to be the initial bona fide
          offering thereof.
     
     (3)  To remove from registration by means of a post-effective
          amendment any of the securities being registered which remain
          unsold at the termination of the offering.

(b)  The undersigned registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act, each filing of the
     registrant's annual report pursuant to section 13(a) or section 15(d)
     of the Exchange Act (and, where applicable, each filing of an employee
     benefit plan's annual report pursuant to section 15(d) of the Exchange
     Act) that is incorporated by reference in the registration statement
     shall be deemed to be a new registration statement relating to the
     securities offered therein, and the offering of such securities at
     that time shall be deemed to be the initial bona fide offering
     thereof.

(c)  Insofar as indemnification for liabilities arising under the
     Securities Act may be permitted to directors, officers and controlling
     persons of the registrant pursuant to the foregoing provisions, or
     otherwise, the registrant has been advised that in the opinion of the
     Securities and Exchange Commission such indemnification is against
     public policy as expressed in the Securities Act and is, therefore,
     unenforceable.  In the event that a claim for indemnification against
     such liabilities (other than the payment by the registrant of expenses
     incurred or paid by a director, officer or controlling person of the
     registrant in the successful defense of any action, suit or
     proceeding) is asserted by such director, officer or controlling
     person in connection with the securities being registered, the
     registrant will, unless in the opinion of its counsel the matter has
     been settled by controlling precedent, submit to a court of
     appropriate jurisdiction the question whether such indemnification by
     it is against public policy as expressed in the Securities Act and
     will be governed by the final adjudication of such issue.
5
                            POWER OF ATTORNEY

     Each person whose signature appears below constitutes and appoints
Roger A. Strauch and Paul A. Farmer, and each of them, as such person's
true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for such person and in such person's name, place and
stead, in any and all capacities, to sign the Registration Statement on
Form S-8 for TCSI Corporation and any and all amendments thereto, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or a
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

                                SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of
the requirement for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Berkeley, State of California on
July 18, 1996.

                    TCSI Corporation
                    (Registrant)

                    By:  /s/Roger A. Strauch
                         -----------------------------------------
                         Roger A. Strauch,
                         President and Chief Executive Officer
                         (Principal Executive Office)

                         /s/Paul A. Farmer
                         -----------------------------------------
                         Paul A. Farmer,
                         Vice President, Chief Financial Officer,
                         Secretary, and Treasurer
                         (Principal Accounting Officer)
6
     Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following person in the capacities and on
the dates indicated.

      Signature                    Title                         Date
      ---------                    -----                         ----

/s/Roger A. Strauch             Chairman of the Board       July 18, 1996
- -----------------------------   of Directors, President,
Roger A. Strauch                and Chief Executive Officer

/s/John C. Bolger               Director                    July 18, 1996
- -----------------------------
John C. Bolger

/s/William A. Hasler            Director                    July 18, 1996
- -----------------------------
William A. Hasler

/s/David G. Messerschmitt       Director                    July 18, 1996
- -----------------------------
David G. Messerschmitt, Ph.D.

/s/Daniel H. Miller             Director                    July 18, 1996
- -----------------------------
Daniel H. Miller

/s/Harvey E. Wagner             Director                    July 18, 1996
- -----------------------------
Harvey E. Wagner
7
                            INDEX TO EXHIBITS

                  Required by Item 601 of Regulation S-K

    Exhibit No.     Description of Item                         Page No.
    ----------      ------------------------------------------  --------

         5          Opinion of Bryan Cave LLP with respect         8
                    to the legality of the securities being
                    registered, including consent to the use of
                    such opinion in the Registration Statement.

        23.1        Consent of Bryan Cave LLP (contained in        8
                    their opinion filed as Exhibit 5).

        23.2        Consent of Independent Auditors                10

         24         Power of Attorney                              5
8
                               Exhibit 23.1
                                     
                              BRYAN CAVE LLP
                          120 BROADWAY, SUITE 500
                    SANTA MONICA, CALIFORNIA 90401-2305
                              (310) 576-2100
                        FACSIMILE:  (310) 576-2200
                                     
                                     
                               July 18, 1996

TCSI Corporation
2121 Allston Way
Berkeley, California 94704

          Re:  TCSI 1991 Stock Incentive Plan

Gentlemen:

           You  have  advised  us that you propose to file  a  Registration
Statement  on  Form  S-8  with the Securities and  Exchange  Commission  in
connection  with  the registration under the Securities  Act  of  1933,  as
amended,  of  5,250,000  shares of Common Stock of  TCSI  Corporation  (the
"Company"),  a  Nevada  corporation (the "Common  Stock").   The  Board  of
Directors  of  the  Company  adopted the 1991  Stock  Incentive  Plan  (the
"Plan"), which was approved by the shareholders of the Company on  May  17,
1991.   The  Plan  was recently amended by the Board of Directors   and the
amendment  was  approved by the shareholders on May  15,  1996.    The Plan
provides for the grant of stock options to purchase shares of the Company's
Common  Stock to employees of the Company selected by the Committee of  the
Board  of  Directors  appointed to administer the Plan  (the  "Committee").
Options to acquire said Common Stock have been granted to certain employees
of  the Company, the exercise of which and the subsequent sale of the stock
acquired upon such exercise shall be subject to such terms, conditions  and
restrictions  as  the  Committee may determine in its sole  discretion,  as
provided in the Plan. In that connection, you have requested our opinion as
to  whether  the  Common Stock to be issued will, when issued, be   legally
issued, fully paid and non-assessable.

           In  rendering the opinion set forth below, we have reviewed the
following documents:

          (i)    the Restated Articles of Incorporation of the Company, as
amended and restated to date;
9
                              BRYAN CAVE LLP

TCSI Corporation
July 18, 1996
Page 2

         (ii)   statements and representations of the Company in the above-
referenced  Registration  Statement to be filed  with  the  Securities  and
Exchange Commission;

       (iii)   the Plan as amended to date; and

        (iv)   certain resolutions adopted by the Board of Directors of the
Company  and  the  shareholders  of the Company  authorizing,  among  other
things,  the adoption of the Plan and subsequent amendment thereof and  the
grant  of the options to purchase the common stock to certain employees  of
the Company as set forth in such Plan.

          Based upon such examination and upon such matters of fact and law
as  we  have deemed relevant, we are of the opinion that the Common  Stock,
when  issued by the Company in the manner described in the above-referenced
Registration Statement, will constitute the legally issued, fully paid  and
non-assessable  securities  of  the  Company,  provided  that   the   above
referenced Registration Statement becomes effective.

           We  consent  to  the use of this opinion as an exhibit  to  said
Registration Statement.

                              Very truly yours,

                              BRYAN CAVE LLP
10
                               Exhibit 23.2

                     CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement
on Form S-8 pertaining to the TCSI Corporation 1991 Stock Incentive Plan
and in the related prospectus, of our report dated January 22, 1996 with
respect to the consolidated financial statements and schedule of TCSI
Corporation included in the Annual Report on Form 10-K for the year ended
December 31, 1995 filed with the Securities and Exchange Commission.

                                             ERNST & YOUNG LLP

San Francisco, California
July 17, 1996