February 7, 1997              Registration No. 33-

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

TCI INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation or 
organization)

94-3026925
(IRS Employer Identification No.)


222 Caspian Drive, Sunnyvale, CA              94089
(Address of principal executive offices)    (Zip Code)


TCI INTERNATIONAL, INC.
1995 Non-Employee Director Stock Option Plan
(Full title of the plan)


John W. Ballard 
President and Chief Executive Officer

TCI INTERNATIONAL, INC.
222 Caspian Drive, Sunnyvale, CA  94089
(Name and address of agent for service)

(408) 747-6100 
(Telephone number, including area code, 
of agent for service)

<TABLE>
               CALCULATION OF REGISTRATION FEE

                                       Proposed     Proposed
Title of                               Maximum      Maximum
Securities              Amount         Offering     Aggregate      Amount of
to be                   to be           Price       Offering     Registration
Registered          Registered(1)    per Share(2)   Price(2)         Fee     
<S>                    <C>              <C>          <C>             <C>
Options to Purchase    292,885          N/A          N/A             N/A
Common Stock

Common Stock,
$0.01 par value        292,885          $6.38        $1,868,606.30   $567.00        

</TABLE>

(1)  This Registration Statement shall also cover any 
additional shares of Common Stock which become  issuable 
under the 1995 Non-Employee Director Stock Option Plan 
by reason of any stock dividend, stock split, 
recapitalization or other similar transaction effected 
without the receipt of consideration which results in an 
increase in the number of the outstanding shares of 
Common Stock of TCI International, Inc.

(2)  The shares of Common Stock registered under this 
Registration Statement have also been registered under 
Registration Statement No. 33-280875 for issuance 
under the Registrant's 1981 Stock Option Plan.

(3)  Calculated solely for purposes of this offering 
under Rule 457(h) of the Securities Act of 1933, as 
amended, on the basis of the average of the high and low 
selling prices per share of Common Stock of TCI 
International, Inc. on February 5, 1997 as reported by 
the Nasdaq National Market.



PART II

Information Required in the Registration Statement

Item 3.  Incorporation of Documents by Reference

TCI International, Inc. (the "Registrant") hereby 
incorporates by reference into this Registration 
Statement the following documents previously filed with 
the Securities and Exchange Commission (the 
"Commission"):

(a)     The Registrant's Annual Report on Form 10-K for 
the fiscal year ended September 30, 1996 filed with the 
Commission on December 30, 1996; and

(b)     The Registrant's Registration Statement 
No. 0-10877 on Form 8-A, filed with the Commission on 
January 27, 1983, as amended on Form S-4 (File No. 33-
11265), in which there is described the terms, rights 
and provisions applicable to the Registrant's common 
stock. 

All reports and definitive proxy or information 
statements filed pursuant to Section 13(a), 13(c), 14 or 
15(d) of the Securities Act of 1934, as amended (the 
"1934 Act') after the date of this Registration 
Statement and prior to the filing of a post-effective 
amendment which indicates that all securities offered 
hereby have been sold or which deregisters all 
securities then remaining unsold shall be deemed to be 
incorporated by reference into this Registration 
Statement and to be a part hereof from the date of 
filing of such documents.  Any statement contained in a 
document incorporated or deemed to be incorporated by 
reference herein shall be deemed to be modified or 
superseded for purposes of this Registration Statement 
to the extent that a statement contained herein or in 
any subsequently filed document which also is deemed to 
be incorporated by reference herein modifies or 
supersedes such statement.  Any such statement so 
modified or superseded shall not be deemed, except as so 
modified or superseded, to constitute a part of this 
Registration Statement.

Item 4.  Description of Securities

               Not applicable.

Item 5.  Interests of Named Experts and Counsel

               Not applicable.

Item 6.  Indemnification of Directors and Officers

Article VII, Section 6 of the Bylaws of the Registrant 
provides for indemnification of directors to the extent 
provided by law.  Section 145 of the Delaware General 
Corporation Law authorizes a court to award, or a 
corporation's board of directors to grant, indemnity to 
directors and officers in terms sufficiently broad to 
permit such indemnification under certain circumstances 
for liabilities (including reimbursement for expenses 
incurred) arising under the Securities Act of 1933, as 
amended (the "1933 Act").  Pursuant to such Bylaw 
provision, the Registrant has entered into agreements 
with its directors and certain officers providing for 
indemnification for all actions against such persons 
related to their performance of services for the 
Registrant, except where the conduct of the director or 
officer is knowingly fraudulent, deliberately dishonest, 
constitutes willful misconduct, or is a violation of the 
federal short-swing trading rules.  The Registrant also 
maintains an insurance policy insuring its directors and 
officers against liability for certain acts and 
omissions while acting in their official capacities.

Insofar as indemnification for liabilities 
arising under the 1933 Act may be permitted to 
directors, officers or controlling persons of the 
Registrant, the Registrant has been advised that, in the 
opinion of the Commission, such indemnification is 
against public policy as expressed in the 1933 Act and 
is, therefore, unenforceable.

Item 7.  Exemption from Registration Claimed

               Not applicable.

Item 8.  Exhibits

Exhibit Number     Exhibit

4.0                Instruments Defining Rights of 
                   Stockholders.  Reference is made to 
                   Registrant's Registration Statement 
                   No. 0-10877 on Form 8-A, as amended
                   on Form S-4 (File No. 33-11265), 
                   which is incorporated herein by 
                   reference pursuant to Item 3(c) of 
                   this Registration Statement.

5.0                Opinion and Consent of Brobeck, 
                   Phleger & Harrison LLP.

23.1               Consent of KPMG Peat Marwick LLP.

23.2               Consent of Deloitte & Touche LLP. 

23.3               Consent of Brobeck, Phleger & 
                   Harrison LLP is contained in 
                   Exhibit 5.

24.0               Power of Attorney.  Reference is made 
                   to page II-4 of this Registration 
                   Statement.

99.1               TCI International, Inc. 1995 Non-
                   Employee Director Stock Option Plan.

99.2               Form of Notice of Grant.

99.3               Form of Stock Option Agreement.



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 1933 Act, (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, and (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 clauses (1)(i) and (1)(ii) shall not apply 
if 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 1934 Act that are 
incorporated by reference into the Registration 
Statement; (2) that for the purpose of determining any 
liability under the 1933 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; and 
(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 
Registrant's 1995 Non-Employee Director Stock Option 
Plan.

B.  The undersigned Registrant hereby undertakes that, 
for purposes of determining any liability under the 1933 
Act, each filing of the Registrant's annual report 
pursuant to Section 13(a) or Section 15(d) of the 1934 
Act that is incorporated by reference into 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 1933 Act may be permitted to directors, 
officers or controlling persons of the Registrant 
pursuant to the indemnity provisions summarized in Item 
6 above, or otherwise, the Registrant has been informed 
that, in the opinion of the Commission, such 
indemnification is against public policy as expressed in 
the 1933 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 1933 Act, and will be 
governed by the final adjudication of such issue.


SIGNATURES

Pursuant to the requirements of the 1933 Act, the 
Registrant certifies that it has reasonable grounds to 
believe that it meets all of the requirements 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 Sunnyvale, 
State of California, on this 7th day of February, 1997.


TCI INTERNATIONAL, INC.

By /s/ John W. Ballard
       John W. Ballard
       President, Chief Executive Officer 
       and Director


POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

That the undersigned officers and directors of TCI 
International, Inc., a Delaware corporation, do hereby 
constitute and appoint John W. Ballard and John W. 
Ballard III, and each of them, the lawful attorneys and 
agents, with full power and authority to do any and all 
acts and things and to execute any and all instruments 
which said attorneys and agents, and any one of them, 
determine may be necessary or advisable or required to 
enable said corporation to comply with the 1933 Act, and 
any rules or regulations or requirements of the 
Commission in connection with this Registration 
Statement.  Without limiting the generality of the 
foregoing power and authority, the powers granted 
include the power and authority to sign the names of the 
undersigned officers and directors in the capacities 
indicated below to this Registration Statement, to any 
and all amendments, both pre-effective and post-
effective, and supplements to this Registration 
Statement, and to any and all instruments or documents 
filed as part of or in conjunction with this 
Registration Statement or amendments or supplements 
thereof, and each of the undersigned hereby ratifies and 
confirms all that said attorneys and agents, or any of 
them, shall do or cause to be done by virtue hereof.  
This Power of Attorney may be signed in several 
counterparts.

IN WITNESS WHEREOF, each of the undersigned has executed 
this Power of Attorney as of the date indicated.

Pursuant to the requirements of the 1933 Act, this 
Registration Statement has been signed below by the 
following persons in the capacities and on the dates 
indicated.

<TABLE>

Signatures                Title                                Date

<S>                       <C>                                  <C>
/s/ John W. Ballard       President, Chief Executive           February 7, 1997
    John W. Ballard       Officer, and Director (Principal
                          Executive Officer)

/s/ John W. Ballard, III  Chief Financial Officer (Principal   February 7, 1997
    John W. Ballard, III  Financial and Accounting Officer)

/s/ E.M.T. Jones          Chairman of the Board of Directors   February 7, 1997
    E.M.T. Jones

/s/ Hamilton W. Budge     Director                             February 7, 1997
    Hamilton W. Budge

/s/ Asaph H. Hall         Director                             February 7, 1997
    Asaph H. Hall

/s/ C. Alan Peyser        Director                             February 7, 1997
    C. Alan Peyser

/s/ Donald C. Cox         Director                             February 7, 1997
    Donald C. Cox

</TABLE>



SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.


EXHIBITS TO FORM S-8 UNDER SECURITIES ACT OF 1933

TCI INTERNATIONAL, INC.


EXHIBIT INDEX


Exhibit Number     Exhibit

4.0                Instruments Defining Rights of
                   Stockholders.  Reference is made to 
                   Registrant's Registration No. 0-10877 
                   on Form 8-A, as amended on Form S-4 
                   (File No. 3-11265) which is 
                   incorporated herein by reference 
                   pursuant to Item 3(c) of this 
                   Registration Statement.

5.0                Opinion and Consent of Brobeck, 
                   Phleger & Harrison LLP.

23.1               Consent of KPMG Peat Marwick LLP.

23.2               Consent of Deloitte & Touche LLP. 

23.3               Consent of Brobeck, Phleger & 
                   Harrison LLP is contained in 
                   Exhibit 5.

24.0               Power of Attorney.  Reference is made 
                   to page II-4 of this Registration 
                   Statement.

99.1               TCI International, Inc. 1995 Non-
                   Employee Director Stock Option Plan.

99.2               Form of Notice of Grant.

99.3               Form of Stock Option Agreement.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15054}]
{"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": "S-8", "act": "33", "file-number": "333-21387", "film-number": "97520923"}, "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"}}
February 7, 1997              Registration No. 33-

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

TCI INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation or 
organization)

94-3026925
(IRS Employer Identification No.)

222 Caspian Drive, Sunnyvale, CA              94089
(Address of principal executive offices)    (Zip Code)

TCI INTERNATIONAL, INC.
1995 Non-Employee Director Stock Option Plan
(Full title of the plan)

John W. Ballard 
President and Chief Executive Officer

TCI INTERNATIONAL, INC.
222 Caspian Drive, Sunnyvale, CA  94089
(Name and address of agent for service)

(408) 747-6100 
(Telephone number, including area code, 
of agent for service)

               CALCULATION OF REGISTRATION FEE

                                       Proposed     Proposed
Title of                               Maximum      Maximum
Securities              Amount         Offering     Aggregate      Amount of
to be                   to be           Price       Offering     Registration
Registered          Registered(1)    per Share(2)   Price(2)         Fee
Options to Purchase    292,885          N/A          N/A             N/A
Common Stock

Common Stock,
$0.01 par value        292,885          $6.38        $1,868,606.30   $567.00
(1)  This Registration Statement shall also cover any 
additional shares of Common Stock which become  issuable 
under the 1995 Non-Employee Director Stock Option Plan 
by reason of any stock dividend, stock split, 
recapitalization or other similar transaction effected 
without the receipt of consideration which results in an 
increase in the number of the outstanding shares of 
Common Stock of TCI International, Inc.

(2)  The shares of Common Stock registered under this 
Registration Statement have also been registered under 
Registration Statement No. 33-280875 for issuance 
under the Registrant's 1981 Stock Option Plan.

(3)  Calculated solely for purposes of this offering 
under Rule 457(h) of the Securities Act of 1933, as 
amended, on the basis of the average of the high and low 
selling prices per share of Common Stock of TCI 
International, Inc. on February 5, 1997 as reported by 
the Nasdaq National Market.

PART II

Information Required in the Registration Statement

Item 3.  Incorporation of Documents by Reference

TCI International, Inc. (the "Registrant") hereby 
incorporates by reference into this Registration 
Statement the following documents previously filed with 
the Securities and Exchange Commission (the 
"Commission"):

(a)     The Registrant's Annual Report on Form 10-K for 
the fiscal year ended September 30, 1996 filed with the 
Commission on December 30, 1996; and

(b)     The Registrant's Registration Statement 
No. 0-10877 on Form 8-A, filed with the Commission on 
January 27, 1983, as amended on Form S-4 (File No. 33-
11265), in which there is described the terms, rights 
and provisions applicable to the Registrant's common 
stock. 

All reports and definitive proxy or information 
statements filed pursuant to Section 13(a), 13(c), 14 or 
15(d) of the Securities Act of 1934, as amended (the 
"1934 Act') after the date of this Registration 
Statement and prior to the filing of a post-effective 
amendment which indicates that all securities offered 
hereby have been sold or which deregisters all 
securities then remaining unsold shall be deemed to be 
incorporated by reference into this Registration 
Statement and to be a part hereof from the date of 
filing of such documents.  Any statement contained in a 
document incorporated or deemed to be incorporated by 
reference herein shall be deemed to be modified or 
superseded for purposes of this Registration Statement 
to the extent that a statement contained herein or in 
any subsequently filed document which also is deemed to 
be incorporated by reference herein modifies or 
supersedes such statement.  Any such statement so 
modified or superseded shall not be deemed, except as so 
modified or superseded, to constitute a part of this 
Registration Statement.

Item 4.  Description of Securities

               Not applicable.

Item 5.  Interests of Named Experts and Counsel

               Not applicable.

Item 6.  Indemnification of Directors and Officers

Article VII, Section 6 of the Bylaws of the Registrant 
provides for indemnification of directors to the extent 
provided by law.  Section 145 of the Delaware General 
Corporation Law authorizes a court to award, or a 
corporation's board of directors to grant, indemnity to 
directors and officers in terms sufficiently broad to 
permit such indemnification under certain circumstances 
for liabilities (including reimbursement for expenses 
incurred) arising under the Securities Act of 1933, as 
amended (the "1933 Act").  Pursuant to such Bylaw 
provision, the Registrant has entered into agreements 
with its directors and certain officers providing for 
indemnification for all actions against such persons 
related to their performance of services for the 
Registrant, except where the conduct of the director or 
officer is knowingly fraudulent, deliberately dishonest, 
constitutes willful misconduct, or is a violation of the 
federal short-swing trading rules.  The Registrant also 
maintains an insurance policy insuring its directors and 
officers against liability for certain acts and 
omissions while acting in their official capacities.

Insofar as indemnification for liabilities 
arising under the 1933 Act may be permitted to 
directors, officers or controlling persons of the 
Registrant, the Registrant has been advised that, in the 
opinion of the Commission, such indemnification is 
against public policy as expressed in the 1933 Act and 
is, therefore, unenforceable.

Item 7.  Exemption from Registration Claimed

               Not applicable.

Item 8.  Exhibits

Exhibit Number     Exhibit

4.0                Instruments Defining Rights of 
                   Stockholders.  Reference is made to 
                   Registrant's Registration Statement 
                   No. 0-10877 on Form 8-A, as amended
                   on Form S-4 (File No. 33-11265), 
                   which is incorporated herein by 
                   reference pursuant to Item 3(c) of 
                   this Registration Statement.

5.0                Opinion and Consent of Brobeck, 
                   Phleger & Harrison LLP.

23.1               Consent of KPMG Peat Marwick LLP.

23.2               Consent of Deloitte & Touche LLP. 

23.3               Consent of Brobeck, Phleger & 
                   Harrison LLP is contained in 
                   Exhibit 5.

24.0               Power of Attorney.  Reference is made 
                   to page II-4 of this Registration 
                   Statement.

99.1               TCI International, Inc. 1995 Non-
                   Employee Director Stock Option Plan.

99.2               Form of Notice of Grant.

99.3               Form of Stock Option Agreement.

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 1933 Act, (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, and (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 clauses (1)(i) and (1)(ii) shall not apply 
if 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 1934 Act that are 
incorporated by reference into the Registration 
Statement; (2) that for the purpose of determining any 
liability under the 1933 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; and 
(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 
Registrant's 1995 Non-Employee Director Stock Option 
Plan.

B.  The undersigned Registrant hereby undertakes that, 
for purposes of determining any liability under the 1933 
Act, each filing of the Registrant's annual report 
pursuant to Section 13(a) or Section 15(d) of the 1934 
Act that is incorporated by reference into 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 1933 Act may be permitted to directors, 
officers or controlling persons of the Registrant 
pursuant to the indemnity provisions summarized in Item 
6 above, or otherwise, the Registrant has been informed 
that, in the opinion of the Commission, such 
indemnification is against public policy as expressed in 
the 1933 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 1933 Act, and will be 
governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the 1933 Act, the 
Registrant certifies that it has reasonable grounds to 
believe that it meets all of the requirements 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 Sunnyvale, 
State of California, on this 7th day of February, 1997.

TCI INTERNATIONAL, INC.

By /s/ John W. Ballard
       John W. Ballard
       President, Chief Executive Officer 
       and Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

That the undersigned officers and directors of TCI 
International, Inc., a Delaware corporation, do hereby 
constitute and appoint John W. Ballard and John W. 
Ballard III, and each of them, the lawful attorneys and 
agents, with full power and authority to do any and all 
acts and things and to execute any and all instruments 
which said attorneys and agents, and any one of them, 
determine may be necessary or advisable or required to 
enable said corporation to comply with the 1933 Act, and 
any rules or regulations or requirements of the 
Commission in connection with this Registration 
Statement.  Without limiting the generality of the 
foregoing power and authority, the powers granted 
include the power and authority to sign the names of the 
undersigned officers and directors in the capacities 
indicated below to this Registration Statement, to any 
and all amendments, both pre-effective and post-
effective, and supplements to this Registration 
Statement, and to any and all instruments or documents 
filed as part of or in conjunction with this 
Registration Statement or amendments or supplements 
thereof, and each of the undersigned hereby ratifies and 
confirms all that said attorneys and agents, or any of 
them, shall do or cause to be done by virtue hereof.  
This Power of Attorney may be signed in several 
counterparts.

IN WITNESS WHEREOF, each of the undersigned has executed 
this Power of Attorney as of the date indicated.

Pursuant to the requirements of the 1933 Act, this 
Registration Statement has been signed below by the 
following persons in the capacities and on the dates 
indicated.

Signatures                Title                                Date
/s/ John W. Ballard       President, Chief Executive           February 7, 1997
    John W. Ballard       Officer, and Director (Principal
                          Executive Officer)

/s/ John W. Ballard, III  Chief Financial Officer (Principal   February 7, 1997
    John W. Ballard, III  Financial and Accounting Officer)

/s/ E.M.T. Jones          Chairman of the Board of Directors   February 7, 1997
    E.M.T. Jones

/s/ Hamilton W. Budge     Director                             February 7, 1997
    Hamilton W. Budge

/s/ Asaph H. Hall         Director                             February 7, 1997
    Asaph H. Hall

/s/ C. Alan Peyser        Director                             February 7, 1997
    C. Alan Peyser

/s/ Donald C. Cox         Director                             February 7, 1997
    Donald C. Cox
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.

EXHIBITS TO FORM S-8 UNDER SECURITIES ACT OF 1933

TCI INTERNATIONAL, INC.

EXHIBIT INDEX

Exhibit Number     Exhibit

4.0                Instruments Defining Rights of
                   Stockholders.  Reference is made to 
                   Registrant's Registration No. 0-10877 
                   on Form 8-A, as amended on Form S-4 
                   (File No. 3-11265) which is 
                   incorporated herein by reference 
                   pursuant to Item 3(c) of this 
                   Registration Statement.

5.0                Opinion and Consent of Brobeck, 
                   Phleger & Harrison LLP.

23.1               Consent of KPMG Peat Marwick LLP.

23.2               Consent of Deloitte & Touche LLP. 

23.3               Consent of Brobeck, Phleger & 
                   Harrison LLP is contained in 
                   Exhibit 5.

24.0               Power of Attorney.  Reference is made 
                   to page II-4 of this Registration 
                   Statement.

99.1               TCI International, Inc. 1995 Non-
                   Employee Director Stock Option Plan.

99.2               Form of Notice of Grant.

99.3               Form of Stock Option Agreement.